The Marvel Cinematic Universe is full of iconic scenes that were actually improvised by actors, filling out the series with a rich collaborative spirit. It’s no secret that the movies of the MCU rely heavily on the star power of their actors to sell their iconic characters, accruing an impressive roster of household names. But the series doesn’t pick its performers based off of marquee value alone, and as the ability to improvise has proven itself to be incredibly important across the franchise’s films.

In many cases, some of the most memorable or iconic moments in Marvel Studios movies were the result of improvisation on the actors’ behalf. While the MCU’s projects have had a wide variety of directors over the years, a willingness to expand the story to the actors and hand them some degree of creative freedom has been a common running trait shared by all of them. As a result, the MCU’s stars have had plenty of opportunities to flex their improv muscles to fantastic results.

10. Tony Stark Reveals Himself As Iron Man

Iron Man

One of the most famous moments of improvisation in the MCU is also one of the series’ most important. At the end of Iron Man, Robert Downey Jr. reveals himself as the armored hero to the world with three simple words, “I am Iron Man.” The raw energy of this moment is only matched by the importance of it, influencing the MCU films thereafter to mostly ignore tired secret identity tropes of other superhero movies. Most of Iron Man‘s script was improvised or written on the fly, including this climactic ending scene.

Robert Downey Jr.’s choice to impact the story in such a massive way paid off incredibly well. In one simple line, the actor established himself as being the definitive Tony Stark, something he would prove again when “I am Iron Man” became the character’s last words as well in Avengers: Endgame. It’s hard to believe such a powerful moment was only made possible thanks to a spur-of-the-moment ad lib.

9. MJ Throws Bread At Andrew Garfield’s Spider-Man

Spider-Man: No Way Home

Seeing three generations of Spider-Men interact in Spider-Man: No Way Home is the definition of fan service. The chemistry the different iterations of the character was able to share with Tom Holland’s supporting cast was largely thanks to the amount of ad-libbing and improvisation that the film allowed, including in the scene in which MJ meets Andrew Garfield’s Spider-Man for the first time. Shocked by the paralell universe version of her boyfriend, MJ nervously throws a piece of bread at him to test if he has “the tingle”, a.k.a. Spider-Sense.

It turns out that Zendaya improvised her carb-rich projectile (via the Happy Sad Confused podcast) during the filming of the scene, which originally called for MJ to nervously hold up a candlestick instead. Seeing the bowl of bread in front of her, Zendaya opted to make use of it instead, and director Jon Watts took kindly to the suggestion. It’s a good thing he did, as Andrew Garfield’s insistence that “I have the tingle, just not for bread” only to be met with another flying role is one of the film’s funniest moments.

8. Peter Quill Drops Marvel’s First F-Bomb

Guardians of the Galaxy Vol. 3

Hoping to appeal to as wide a fanbase as possible, the MCU has kept their films within the realm of PG-13 for the most part. PG-13 films are infamously capable of being able to get away with a single f-bomb over the course of their runtime, but the MCU has largely played it safe with language, not taking advantage of this curse word allowance until Guardians of the Galaxy Vol. 3. In the film, Star-Lord does the honors of dropping Marvel Studios’ first f-bomb while driving a car with Nebula on an Earth-like planet.

The decision for Star-Lord to swear was a collaboration of James Gunn and Christ Pratt, who took several cracks at improvising their way through the scene. Shockingly, Gunn managed to lobby for the f-bomb to stay in the final cut, making history as the first MCU movie to do so. Of course, the recent release of Deadpool & Wolverine makes the cheeky swear seem tame in comparison, being the MCU’s first R-rated feature with an arsenal of f-bombs to drop.

7. Kate Bishop And Yelena’s Apartment Scene

Hawkeye

Yelena Belova may have been introduced in Black Widow, but it wasn’t until her appearance in Hawkeye that Florence Pugh’s ex-spy assassin became a fan-favorite character. This was largely thanks to her humorous banter with Hailee Steinfeld’s Kate Bishop in the scene in which Belova breaks into her apartment. The two share some hilarious back-and-forth’s regarding Kate’s sad lack of silverware, and Yelena helps herself to some of Kate’s food after smothering it in hot sauce.

Turns out, most of this memorable dialogue was completely unplanned. Directing duo Bert and Bertie explained that Hailee Steinfeld and Florence Pugh had clear, natural chemistry that they wanted to see play out unfettered, and the resulting scene made the decision well worth it (via Buzzfeed). Yelena’s dumping of hot sauce of Kate’s mac and cheese even came about due to Florence Pugh’s love of hot sauce, much to Hailee Steinfeld’s disgust.

6. M’Baku Interrupts Everett Ross

Black Panther

Despite playing such an obscure character, Winston Duke manages to steal nearly every moment he’s on-screen for as M’Baku. The fearless leader of Wakanda’s Jabari Tribe, M’Baku is an intimidating but ultimately good-natured individual, who isn’t above hazing outsiders who find themselves amid Wakandan affairs. He does just that to the Everett Ross during their intense meeting, interrupting what the “colonizer” has to say with a series of grunts that quickly get picked up on by his fellow Jabari tribesmen.

Winston Duke himself was the one that had the idea for the beat, which made it into the final cut of Black Panther (via Variety). Not only that, but Duke was also the one to ideate on M’Baku’s accent, which sounds more Nigerian, in order to differentiate the alienated Jabari from the rest of Wakanda, whose accents lean more South African. Moments like this made Duke’s performance strong enough for M’Baku to be considered for the next Black Panther.

5. Doctor Strange Reminds Iron Man Of Their One Chance

Avengers: Endgame

Doctor Strange bears the curious honor of being the only Marvel character to have an MCU movie named after one of his lines of dialogue. After peering into countless possible futures, Doctor Strange only manages to find a single one in which the Avengers are able to beat Thanos. As he and the rest of the heroes proceed, he notes that the Avengers are “In the endgame now“, with only one particular course of action able to save the day.

Doctor Strange reminds Iron Man of this fact during the final battle with Thano and his army, in which he ominously holds up a single finger, representing the single possibility for the heroes to win. This small, but profound moment that has a huge impact on the story of Avengers: Endgame was actually improvised by Benedict Cumberbatch according to a Tweet by Doctor Strange director Scott Derrickson. Not only does this remind Tony Stark of the slim margin of victory, but it affirms to him that he’s the only one who can defeat Thanos.

4. The Winter Soldier And The Falcon’s Soul Gazing

The Falcon and the Winter Soldier

The Falcon and the Winter Soldier may not be the best-received Marvel TV show, but it at least gave audiences a chance to witness a buddy-cop adventure featuring the titular superhero odd couple. In real life, Sebastian Stan, who plays The Winter Soldier, and Anthony Mackie, who plays The Falcon/Captain America, are quite good friends. Their natural chemistry resulted in an improv session that created one of their series’ funniest and most poignant scenes (via Entertainment Tonight).

Sam Wilson and Bucky Barnes sit down together in a mutual therapy session in which they’re asked to gaze intensely into each other’s eyes as an exercise, resulting in hilarious bickering between the two. According to the therapist’s actress, Amy Aquino, the scene had little in the way of actual screenwriting, with the majority of the sparks flying being nothing but raw acting skill shared by Mackie and Stan. This is makes Bucky’s admission of doubt and insecurity feel all the more earned and realistic.

3. Loki’s Knife Flipping In The Final Battle

Thor: Ragnarok

It isn’t always simple lines of dialogue that is improvised by actors. Sometimes, even the smallest of cool gestures can be the result of a screen performer’s input, as was the case for Tom Hiddleston in Thor: Ragnarok. At one point in the film, as he prepares to enter the fray of his final major battle in the MCU, the original timeline Loki does an awesome-looking slow-motion knife trick with two blades, making for an impressive trailer shot.

This visual wound up being the result of a happy accident done by Tom Hiddleston during the filming of the scene (via Entertainment Weekly). Tom Hiddleston describes how he ran out of fight choreography before the camera made its way back to him, making him a sitting duck with nothing interesting happening. To fill the space, Tom Hiddleston wound up flipping his knifes and catching them, making for a flashing visual the film got plenty of use out of.

2. Drax Shouting “Why Is Gamora?!”

Avengers: Infinity War

The initial confrontation between the Guardians of the Galaxy and Iron Man, Spider-Man and Doctor Strange is one of the funniest scenes in all the MCU, let alone within Avengers: Infinity War. Seeing the spacefaring and Earthbound MCU heroes clash for the first time was a welcome treat on its own, but the comedic stylings of Dave Bautista’s Drax the Destroyer stand out as much as ever. The best joke of the scene comes when Star-Lord demands to know where Gamora is from the trio of human heroes.

Confused as to the question, Tony Stark can only rebuttal with “Who is Gamora?“, prompting Drax to excitedly keep the chain of questioning going, asking “Why is Gamora?” with a defiant bark. This hilarious read is courtesy of Bautista himself (via Yahoo), the script originally ending at Iron Man’s line. Hopefully, the same inspiration and comedic energy will carry over to Bautista’s upcoming DCU role in James Gunn’s other superhero franchise.

1. Vision’s Death Scene

Avengers: Infinity War

It’s easy enough to improvise jokes and throw out punchlines until something sticks to be funny enough to make the final edit, but improvising a genuinely emotional moment is another beast entirely. Paul Bettany, who plays Vision, and Elizabeth Olsen, who plays Scarlet Witch, had to do just that in one of the final sequences of Avengers: Infinity War. The scene in question occurs when Wanda is tearfully forced to kill her lover to prevent Thanos from retrieving the Infinity Stone keeping him alive.

This scene is an incredibly brutal emotional low of the film, and the responsibility of it was totally shouldered by Bettany and Olsen (via MTV). The two were told to come up with what Vision and Wanda would say to each other in such an impossible circumstance on their own, a seemingly Herculean task. Luckily, both performers had the acting chops to pull off such a weighty exchange without the guidance of a script, making for one of the MCU‘s most poignant scenes.