Top 20 Scenes Where Actors Couldn't Keep a Straight Face

VOICE OVER: Phoebe de Jeu WRITTEN BY: Danny Berger, Nick Spake
You know you've done your job well when your scene partners can't keep a straight face. For this list, we're taking a look at scenes that were so funny that the actors couldn't help but crack up or smile, even if only fleetingly. Our countdown includes “Dumb and Dumber”, "Easy Rider", “Fast & Furious 6”, "Friends", “The 40-Year-Old Virgin”, and more!

Top 20 Scenes Where Actors Couldn't Keep a Straight Face

Welcome to and today we’ll be counting down our picks for the Top 20 Scenes Where Actors Couldn't Keep a Straight Face.

For this list, we’re taking a look at scenes that were so funny that the actors couldn’t help but crack up or smile, even if only fleetingly. Rather than being banished to a blooper reel, though, these instances ultimately made the cut anyway. We’re excluding any moments that aired live.

#20: Son of a Bitch

“Supernatural” (2005-)

It may be a supernatural drama, but this series sometimes catches the audience off-guard with its sense of humor. Jared Padalecki was also caught off-guard when co-star Jensen Ackles delivered this inspired bit of improv. Just as Sam and Dean’s luck starts to turn around, they find that their winning tickets have been stolen by Bela. According to Padalecki, the scene was supposed to simply end with the brothers watching Bela drive off. Ackles decided to add a little something extra, however, unleashing an unscripted outburst. Although Padalecki does his best to hide his reaction, you can still spot him licking his lips and cracking a grin before turning his head away from the camera.

#19: The Most Annoying Sound in the World

“Dumb and Dumber” (1994)

Some of the best bits from “Dumb and Dumber” were improvised and this scene is perhaps the most ingenious. Stuck in the middle of Harry and Lloyd’s juvenile antics, henchman Mental tries to keep his hostile tendencies under control. Just as tension begins to dwindle down, Jim Carrey randomly segues into making the most annoying sound in the world. The camera cuts to Mental’s frustrated expression so quickly that most viewers miss Jeff Daniels biting his lips while trying to restrain his laughter. Clearly, he had no idea what was coming. The film’s trailer actually gives us a longer look at Daniels’ reaction as he slowly collects himself and gets in on the screaming match.

#18: Ice Cream

“The Ringer” (2005)

Arguably the funniest moment from this comedy was ad-libbed, which seems to be a reoccurring theme for this list. The film centers on a man who pretends to be mentally challenged in order to compete in the Special Olympics, and eventually befriends his fellow contenders. After the guys stay out past their curfew, the person responsible for them cooks up an excuse about getting ice cream. Glen blows their cover, though, when he lets out this hilarious line. The delivery is also pitch perfect, as Glen sounds genuinely confused and irritated over the lack of ice cream. It’s so hysterical that star Johnny Knoxville visually breaks out in laughter before the camera cuts back to Katherine Heigl.

#17: The Gang Loses It

“It’s Always Sunny in Philadelphia” (2005-)

“It’s Always Sunny” has a plethora of priceless outtakes, but sometimes you can catch the cast breaking character in the final product. While there are too many instances to single out just one, creator and star Rob McElhenney is perhaps the most susceptible to cracking up. Co-star Charlie Day has also struggled to maintain a straight face on occasion, although he usually tries to hide his giggles from the camera. We especially love this scene where the gang drowns their sorrows huffing a jug of gasoline (don’t try this at home!) and Kaitlin Olson says the most childishly brilliant line imaginable: “pass the gas.” None of the actors are able to keep it together and we don’t blame them.

#16: Hello, Clarice

“The Cable Guy” (1996)

Jim Carrey strikes again on our countdown with yet another improvised scene. Weirdly enough, this moment also involves chicken! At a medieval restaurant, the Cable Guy sits down to a meal with his new best friend Steven. Since Steven isn’t going to eat his chicken skin, the Cable Guy seizes the opportunity to play with his food. Co-star Matthew Broderick is completely unprepared as Carrey drapes his face with the skin and reenacts a scene from “The Silence of the Lambs.” As is the case with much of the film, the audience isn’t sure whether to laugh or to be disturbed. It obviously tickled Broderick’s funny bone, however, as he can’t conceal his grin.

#15: I Hated the Colonel

“So I Married an Axe Murderer” (1993)

This black comedy isn’t one of Mike Myers’ more popular outings, but it does have a Scottish character who is basically a predecessor to Shrek and Fat Bastard. So whenever the film shifts the focus to Stuart MacKenzie, played by Myers in a dual role, the results are always comedic gold. Stuart is a loudmouth conspiracy nut who believes Colonel Sanders was part of an all-powerful secret organization that controls the world. He also insists that the Colonel sneaks an addictive chemical into his chicken. As Stuart goes off on this insane tirade, actor Anthony LaPaglia does his best to sip his beer and nod along, but just can’t hold back his ungovernable smirk.

#14: Leather Pants

“3rd Rock from the Sun” (1996-2001)

Having spent several seasons on “SNL,” Jane Curtin knows how to keep her cool under the funniest of circumstances. Even she couldn’t stay composed in this priceless “3rd Rock from the Sun” scene, though. To complete his gorgeous new look, Dick squeezes himself into a pair of leather pants. The squeaking of the trousers is already enough to push Curtin to the verge of giggling. When John Lithgow gets up and starts walking around, Curtin can no longer keep her snickers under wraps. The moment proves so humorous that the camera cuts away as Curtin struggles to deliver her next line. Then as Lithgow exits the room, she totally gives in to the hilarity.

#13: Big-Ass Forehead

“Fast & Furious 6” (2013)

The “Fast & Furious” movies might not have the most complex characters, but nobody can deny that the chemistry between the cast is nothing short of phenomenal. It’s always a blast watching these actors work off of each other, particularly in this scene. At a barbeque, Roman makes a crack out about the macho Hobbs requiring baby oil. Dwayne Johnson retaliates with an unscripted comeback about Roman’s large forehead. Where Tyrese Gibson manages to stay in character, Chris “Ludacris” Bridges is unable to keep his drink down. We honestly never expected to see Ludacris do a spit take, but that’s exactly why this moment is such a happy accident.

#12: Super-Cops

“Beverly Hills Cop” (1984)

The success of his buddy cop comedy can largely be attributed to Eddie Murphy and his co-stars, who ad-libbed some of the film’s funniest lines. Apparently, numerous takes were ruined because the cast and crew couldn’t contain themselves. Murphy reportedly took his first sip of coffee ever before shooting this improvised scene. That would certainly explain why Axel Foley sounds so energized as he covers for Detectives Rosewood and Taggart. Foley crafts a phony story that paints his fellow officers as super-cops. Actor John Ashton begins to unravel after a while, pinching and lowering his face to keep his chuckles inside. Fortunately, he’s able to control his emotions enough to scarcely get through the scene.

#11: UFO Speech

“Easy Rider” (1969)

While filming the campfire scene in Easy Rider, it was reported that actor Dennis Hopper had attempted to get co-star Jack Nicholson stoned. It becomes evident that Hopper most likely accomplished his goal when, during George Hanson’s UFO speech, Nicholson suddenly bursts out into laughter. Although it looks as though they kept the cameras rolling, the scene actually continues on the next take. Considering the fact that Nicholson was reciting a seemingly absurd speech about aliens, we’ll give him a pass for not keeping a straight face.

#10: Hotel Bellboy

“Transylvania 6-5000” (1985)
Before his sitcom tenure, Michael Richards was playing the oddest oddballs you can imagine. In this Draculankenstein farce, Richards plays Fejos, a butler whose hijinks weird out hotel guests, but crack up actors. Richards improvised parts of his role, using puppets, banana peels, and other props of his own accord to get laughs out of his on-screen associates, especially Jeff Goldblum. Things aren’t always as they seem in Transylvania – so who’s really pulling whose leg?

#9: Meeting Frank the Pug

“Men in Black” (1997)
Starting off our list is a scene between two grown men and a pooch so cute you can’t help but smile. In this classic sci-fi comedy, agents K and J, played by Will Smith and Tommy Lee Jones respectively, meet Frank, an alien informant disguised as a pug. While interrogating Frank, who is in fact played by a real, trained, adorable dog named Mushu, Jones becomes self-aware, and cracks a big one. It’s a cinematic moment that proves even the most veteran actors can’t hold themselves together when they’re talking to a dog.

#8: Warming Up

“Anchorman 2: The Legend Continues” (2013)
In the first scene of Ron Burgundy’s second big-screen feature, a newscaster husband and wife team, played by Will Ferrell and Christina Applegate, practice their diction and scales before delivering the night’s top stories. Meanwhile, Ferrell takes comedy to the next level – and octave. While trying to warm up, Applegate gets helplessly distracted by Ferrell’s uproarious preparation methods and cracks a few smiles between her Oohs and Corningstones. Believe it or not, this was the most serious take they got.

#7: The Waxing

“The 40-Year-Old Virgin” (2005)
In an effort to be more attractive to the ladies, Steve Carell goes for a chest-waxing at his friends’ suggestion. For this scene, Carell volunteered to actually have his bear-chest bare-waxed, ignorant of how insanely painful it would be. By his natural reaction to scream out whatever random thought entered his mind, we can tell: it hurt a lot. His co-worker buddies, played by Paul Rudd, Seth Rogen, and Romany Malco, as well as the waxing lady, forego their directions to pity him, and instead laugh at his agony.

#6: Toilet Humor

“American Pie” (1999)
High school senior Finch, played by Eddie Kaye Thomas, has a crippling fear of going number two on school grounds. His rival, Stifler, pranks him by slipping an ungodly amount of laxatives into his mochaccino. You can see where this is going. In this paragon of toilet humor, Finch spends the next few minutes soiling his own reputation, as everyone can hear his moans and groans from outside. Towards the end, Thomas slips out of character, acknowledging the scene’s absurdity, and gives us a small, knowing smirk.

#5: The Younglings

“Star Wars Episode III: Revenge of the Sith” (2005)
In any given film, not every written line is perfect. That rule goes for “Episode III” of the “Star Wars” trilogy, in which Anakin Skywalker breaks bad and becomes Darth Vader. Ewan McGregor, who plays Anakin’s once mentor, Obi-Wan Kenobi, gets the honor of delivering one such imperfect line, informing Padme of Anakin’s descent into darkness. McGregor takes a moment to finish the awkward, melodramatic line, and covers his mouth as if to keep from smiling. Hey, whatever gets us to the next fight scene.

#4: Dr. Strangelove’s Out of Control Arm

“Dr. Strangelove” (1964)
There are mad scientists who can’t control their arms, and then there are actors who can’t control their expressions. During one of the funniest scenes in Stanley Kubrick’s Cold War satire, former Nazi scientist Dr. Strangelove, played by a brilliant Peter Sellers, struggles to manage a right arm that still compulsively “heils” his Fuhrer. Standing right behind him is Peter Bull, who drops a nice, big grin, as Seller’s farcical performance might cause anyone to do.

#3: Ross Plays the Bagpipes

“Friends” (1994-2004)
David Schwimmer is known for some hilarious antics as Ross on the sitcom, “Friends.” In this classic bit, he whips out his bagpipe and plays his best rendition of “Celebration.” Schwimmer’s novice playing is supposed to make his friends uncomfortable, but as Lisa Kudrow joins him with what she believes are the lyrics, Jennifer Aniston gives up and hides her amusement behind her hands. As shown by the outtakes, it was a miracle to get any of the Friends to keep a straight face in this scene.

#2: Lineup

“The Usual Suspects” (1995)
Coming in at the top spot are five criminals having a blast in police custody. In this classic crime mystery, the “usual suspects” are lined up and asked to read a line, then crack up at Stephen Baldwin and Benicio del Toro’s mocking interpretations, and especially del Toro's uncontrollable bout of flatulence. Scripted as a serious scene, director Bryan Singer spent a whole day filming the lineup, becoming frustrated when the actors continually lost self-control. Eventually, he scrapped his original plan and used the funniest takes instead. We couldn’t be happier that he did.

#1: She Used to Fart in Her Sleep

“Good Will Hunting” (1997)
Even in dramatic roles, Robin Williams couldn’t hold himself back from seizing an opportunity for hilarious improvisation. During a short respite in this scene between Williams, playing a therapist, and Matt Damon as his stubborn patient, Williams catches Damon completely off guard with an inventive anecdote about romance and flatulence. The scene is a standout of organic and revealing laughter by two actors in modern cinema that only an actor like Robin Williams could bring about. Yes, “organic and revealing” is referring to Damon’s pig squeal.