"The fact that you have "Replica" written down the side of your guns, and the fact that I have Desert Eagle .50 written down the side of mine, should precipitate your balls into shrinking... along with your presence. Now... fuck off.''
The Searchers: It's dusk, Ethan Edwards and the posse were lured out to investigate a cattle abduction, and Martha Edwards is putting out all the lights. When Lucy Edwards realizes why (the Comanche are on a murder raid), she starts screaming her head off.
Apollo 13 has the best one ever. Amidst all the alarms ringing and chatter as the crew and Mission Control tries to figure out what happened, mission commander Jim Lovell takes the simple action of looking out his window—and sees a cloud of gas. Lovell: "Houston, we are venting something into space." Followed by Swigert's and Haise's heads turning like swivels to look at him, followed by Mission Control going deathly quiet (complete with Vertigo Effect) as they realize just how badly in trouble the astronauts are. Really brilliantly done.
At the end of Goodfellas, Tommy arrives at his boss's house to be made a Made Man, but when he enters the room and nobody is there, he only has time to say "Oh, no-" before getting shot from behind.
Kill Bill Volume 1 - The Bride's face as she listens to dozens of motorcycle engines approaching, and the ensuing conversation with O-Ren.
The Bride: Is that what I think it is?
O-Ren Ishii: You didn't think it was gonna be that easy, did you?
The Bride: Y'know...[sigh]...for a second there...yeah - [nervous giggle] - I kinda did.
Also Lord Kril and his First Officer's reaction to finding out they're about to crash into the moon of Galan:
First Officer: We're locked into the moon's gravitational pull! What do we do?!
Lord Kril:(Calmly) We die.
In Blade II, The Mole is playing with a bomb he thinks is a dud... only it's not a dud, and Blade reveals he was on to him from the start, and presses a second button on the detonator...
The Illinois Nazis in The Blues Brothers find themselves going off the wrong end of an incomplete flyover.
"I've always loved you."
The entire human race has this reaction upon seeing the massive destroyers in Independence Day.
As far as those huge ships are concerned, the Oh Crap for the human race didn't kick in until it was confirmed that the aliens were hostile and they actually started unleashing hell with those Wave Motion Guns.
Harvey Fierstein says those exact words right before a flying car crushes him.
An alien makes one the moment it realizes the Mothership has been hacked and sees a nuclear missile being shot at its face. A second alien repeats this when it sees said nuclear missile counting down...
Another minor one appears in the mothership when the aliens override David and Steven's ship and open the shutter on the front window:
David: "I'm not doing this; they're overriding the system. OOOOOHHHH SHIT! Um, er... hide!"
Another Harvey Fierstein moment, from Kull The Conqueror. Harvey's character has just looked through Kull's gear he's stolen remarking on how much he can sell it for. He looks at Kull struggling with the ropes binding his hands to the deck and remarks that he won't be able to get loose because the ropes are strong. Kull replies, "Pity your ship isn't," and rips the plank he's tied to right out of the deck.
When Chris and Frank watch the hidden camera footage of Big Daddy's assault on Frank's warehouse. Chris just came from changing his pants when he brought that video to his dad.
The bazooka scene is full of those. At the start it's the D'Amico goons when they see that Hit-Girl may have empty guns but has a lot of knives and a perfect aim. Then it's Hit-Girl's turn when Big Joe says he's gonna grab the bazooka, immediately followed by Red Mist when he sees Big Joe grabbing the bazooka and claiming "It's all under control". Finally it's Big Joe and the D'Amico goons again when they're about to fire the bazooka and Kick-Ass pops out with a jetpack and two Gatling guns.
Frank has defeated Hit-Girl and beaten her within an inch of her life and he's about to kill her when Kick-Ass arrives with the bazooka. He has barely time to pull the face before Kick-Ass shoots him with the rocket.
"This... is from Mathilda". Leon, dressed in SWAT gear, makes it past the cops coming for him, but on his way out Stansfield shoots him in the back. He presses something into Stanfield's hand and says, "This is from Mathilda." Stansfield doesn't understand for a moment, then realizes what it is: a grenade pin. And Leon has several more on his chest. Stansfield says "Shit" and is blown to bits.
A lesser, but as good version is early in the final battle when a SWAT team first approaches the apartment. The point man looks around the corner:
SWAT Leader: Do you see him? Point Man: Yes. He's right here. He's got a gun to my head.
In Raising Arizona when Leonard Smalls smiles down on the beaten Hi, only to see the grenade pin around Hi's finger.
In The Return of the King, the arrival of the Rohirrim at Minas Tirith where they see just how huge the orc army is.
When it seems they've actually won, the Oliphaunts arrive.
Before Théoden's Double Take, comes the Double Take of the Orc Commander. The Oh Crap moment so brilliant they show it twice, first as the dawning comprehension that the Riders are not stopping and then a moment later when the Riders have obliterated his ranks and he realizes just how screwed he really is.
Théoden when he sees the Witch-King coming right at him on its flying steed, in the moment before the fell beast bowls his horse over and drops it on him. The camera actually zooms and lingers on Théoden, who clearly lets out a sigh.
Bernard Hill is a great actor, he registers reactions that you only get on your second or third viewing - or maybe only after seeing the Director's Cut.
Gríma has one when he sees the enormous uruk-hai army Saruman has created to sack Helm's Deep. To this point, he had been working with Saruman for to control Rohan, but he not been expecting Saruman to destroy it. But my Lord there is no such force! According to the bonus DVD, the tear on Brad Dourif's cheek wasn't planned. It completely sells the moment, though.
That huge orc army gets their Oh Crap moment as the Rohirrim charge, completely ignoring the arrows and spears (slightly) thinning out their numbers.
The orc army gets an Oh Crap when Gimli, Legolas and Aragorn get off the boats and charge at them. They Oh Crap BEFORE seeing that these three dudes brought an army of ghosts with them, at which point they simply panic. They'd been expecting reinforcements on the ships - seeing people clearly not part of those forces get off instead was a clear signal that the reinforcements weren't coming.
When he discovers the hard way that he's got two foes who are not Men.
There's Gandalf giving a big speech to the Gondorians about how they can fight whatever comes through the gate. When the first thing through is at least four huge armored attack trolls, Gandalf gets a look on his face like "Well, I wasn't expecting that."
The whole Battle of Minas Tirith was a series of alternating Oh Crap moments for both sides. Denethor's Freak Out. The gate getting knocked down by Grond, the Rohirrim's arrival followed by the Oliphaunts. Gandalf nearly getting killed by the Witch-King, and then the latter really gets killed by Éowyn and Merry. And Aragorn bringing a big damn undead army to clean up the place.
There's Saruman's reaction to the Ents trashing Isengard; if Christopher Lee is worried about something, you know it's bad. It's exactly the face you'd expect to see if someone was woken up with the news that the trees had come alive and were trashing his yard.
Legolas gets a pretty good Oh Crap look in Moria when he realizes there's a Balrog down there.
After the goblins scatter and the Balrog's flames begin to build, Legolas is tensely adjusting his aim in the Balrog's general direction...then, he starts dropping the sight and releasing the tension in the bowstring—we can barely see his face but the body language perfectly communicates his realization that what is coming for them now is nothing he can even hope to harm. Then Gandalf names this monster and we get a shot of his face.
The collective expressions of the entire Mordor army when they realize their master Sauron has been defeated.
The hobbits—Merry and Pippin in particular, Pippin most especially—get Oh Crap moments all throughout the story. Merry is in full Oh Crap mode after meeting Treebeard, both hobbits share the reaction to Treebeard mentioning the "White Wizard" (assuming it was Saruman), Pippin's face reads this when Merry points out that Sauron thinks he has the Ring, Frodo's expression when the cave troll tries to impale him in Moria is this, Sam gets one when Frodo claims the Ring is his in Mt. Doom...
"They have a cave troll."
Then about a minute later when Boromir realizes he's the only one still holding the troll's chain. And that the troll sees him holding its chain.
Frodo in the first film, when he realizes that the two words that Sauron's forces got from Gollum (Shire and Baggins) means that they know where the One Ring is and are coming to take it.
The Operative's reaction when he sees the ship, Serenity, approaching, alone, unarmed, and not even changing course directly into the waiting guns of the Alliance fleet... and then the Reavers burst out of the cloud right behind them. This is particularly effective, as the Operative has been absolutely stone cold up until that moment. "Target the Reavers. Target the Reavers! Target everything!! SOMEBODY FIRE!!!" See his face here.◊
When the Operative realizes that Mal isn't paralysed, which segues into a long, mostly off-screen Oh Crap session while he watches the recording. It even seems to have caused a burn-out.
The Operative when Inara says "And that's not incense!" Yesss!
The doctor in the Academy, so proud of what he's done to River, the moment he realizes the well-dressed young man he's showing around isn't who he said he was. "She always did love to dance."
Tony Stark: Oh, by the way, how'd you solve the icing problem? Obadiah Stane: Icing problem?
The cut to inside Stane's helmet seals the moment. For about a second, we get a shot of Jeff Bridges watching his HUD wink out of existence, his face reading a definitive "this wasn't supposed to happen."
The scene where Tony throws Raza's lieutenant in front of the people he had just been terrorizing, saying "He's all yours." The look on the lieutenant's face when he sees the people looking down at him as if to say "payback time, asshole" is priceless.
Star Wars. Subverted in Revenge of the Sith, at the end of Emperor Palpatine's duel with Yoda. Palpatine's Force lightning attack is caught harmlessly in Yoda's palm, who begins to redirect it just like he did against Count Dooku in the previous movie. Palpatine has an "Oh Crap" expression... but then the redirected energy explodes between them. Yoda's smaller stature and more precarious location causes him to be knocked off the platform they were fighting on, and Palpatine is victorious.
Count Dooku gives one when Palpatine orders Anakin to finish him off.
Almost every Jedi gives one when Order 66 is executed.
In Return of the Jedi, when Lando realizes that the Emperor had lured the Rebels into a trap.
Lando: Well, how could they be jamming us if they didn't know we... (dawning realization) ... were coming? Break off the attack! The shield is still up!
Also in A New Hope, after Obi-Wan tells Luke that Stormtroopers, not Sand People, destroyed the Jawa sandcrawler:
Luke: But why would Imperial Stormtroopers want to slaughter Jawas? (looks at R2 and Threepio) If they traced the robots here, they would've learned who they sold them to, and that would lead them back... Home!
Luke and Lando both react with horror in Episode VI when they realize that the unfinished Death Star's planet destroying superlaser is fully operational. That means their battle has just sunk from desperate to hopeless!
In The Empire Strikes Back, Luke leaves his training unfinished, goes to Bespin to rescue his friends, and finds Vader waiting for him. Vader, who he knows full well he is completely unprepared to deal with. John Williams' music during that scene - "The Clash Of Lightsabers" - enhances it perfectly with nearly a minute of nervous buildup and then the rushing, panicked background music while the notes of the Imperial March start up slowly and ponderously.
While all Star Wars films have their moments, trying watching The Empire Strikes Back and saying "Oh, Crap" every time you know the characters are thinking it. It could be renamed Oh Crap: The Movie.
Chekov:Botany Bay?... (eyes widen) Botany Bay?! Oh, no! We've got to get out of here, now!
Joachim: Our shields are dropping! Khan: Raise them! Joachim: I can't! Khan: (dawning realization) Where's the override!? THE OVERRIDE?!!
During the final battle: The static-filled view-screen clears just in time to reveal Reliant bearing down on Enterprise, the music goes nuts, and there's barely enough time to order evasive manoeuvres before they slam into each other.
The most brutal one of all is the last one....
McCoy: Jim, you'd better get down here.... Better hurry.
And then Kirk looks over to see Spock's empty chair.
In Star Trek III: The Search for Spock, Kruge's reaction, when he realizes the ship he's sent his crew to is about to self destruct. What makes it even better is Torg's cluelessness right up to the end:
Torg: [speaking via comms to Kruge] The ship appears to be run by computer. It is the only thing speaking. Kruge: Speaking? Let me hear it. Computer: 9. 8. 7. 6. 5... Kruge: [leaping out of his chair] GET OUT! GET OUT OF THERE! GET OUT!! Torg:[utter bewilderment] Why? Computer: ...2. 1.BOOM!
At the very beginning, Captain (finally!) Sulu is in the center seat of the Excelsior, monitoring the Klingon/Federation border. Following the detonation of the Klingon moon Praxis, Sulu and his crew are confronted with a massive shockwave bearing down on them. Sulu is understandably put out for a moment.
Kirk gets an "Oh Crap" moment when, at the exact moment the commandant of Rura Penthe is about to give them the name of the Klingon responsible for the assassination of Chancellor Gorkon... the Enterprise swoops in and beams him and McCoy to safety.
General Chang at the end, as he's watching a torpedo home in on his cloaked ship:
In The Chronicles of Narnia: Prince Caspian, King Miraz's death is an Oh Crap moment for the good guys. They think they have defeated the Telmarines, and then an adviser stabs Miraz with one of Susan's arrows, giving the Telmarines justification for attacking.
And prior to that, in The Chronicles Of Narnia: The Lion, the Witch, and the Wardrobe, the White Witch gets a lovely Oh Crap moment just before Aslan jumps her in mid-battle and eats her face off. Luckily, it's not shown on camera.
The 1979 animated version has the White Witch not only give an "Oh, crap!" face, but she feebly drops her dagger, too.
The Fifth Element, Zorg after disarming the bomb that he previously set, and just disarmed with five seconds to spare, sees that another bomb is going to go off in two seconds right in his face.
His reaction is surprisingly subdued, though perhaps mostly because he didn't have time to say anything much. Zorg tensely creeps up to the bomb he himself set in the Diva's suite aboard the luxury liner (before he left the first time), and manages to swipe the code card through the bomb's slot to disarm it with five seconds left. He steps back relieved as it works. Just then a second bomb (set by the Mangalores in case of their defeat) pops up and completes the countdown, "... for the honor." Zorg's reaction: "... Oh, no."
There was a scene shortly before then (when Zorg's ship was flying away from the luxury liner), where he grabbed the case that he thought contained the stones he was looking for, opened it up, and then broke out in a hysterical Evil Laugh that turned into a tearful Villainous Breakdown as he closed it and sobbed, "... they're not here." ...made more entertaining by the fact that this is the second time he's been unexpectedly foiled in this manner.
In Equilibrium, in the Father scene near the end of the movie, the moment the polygraph flat-lines has the operator actually saying "Oh... SHIT!" just before Preston delivers his "Not without incident" line and goes into Tranquil Fury mode, killing everyone else in the room, and going after DuPont, gunning down every single Faceless Goon in his way.
An even bigger impact when you realize that the plot of the movie is about government suppression of all sorts of emotions. The polygraph flat lining means Preston has naturally achieved a perfect representation of this task and it invokes an emotional response (fear) out of his tormentors who were trying to force the state artificially.
A non-violent Oh Crap moment occurs in the same film, when Jack Sparrow votes Elizabeth for Pirate King and the other captains are dumbfounded by how he's A) upset their expectations and B) committed them to fight the Royal Navy.
The huge group Oh Crap when the combined pirate fleet sees just how many ships the Royal Navy has. Followed by some nasty looks directed at Sparrow by the crew.
[Single Royal Navy ship seen through the fog] [Pirates cheer in defiance] [Dozens more Royal Navy ships appear in the fog] [Oh crap...]
From On Stranger Tides, after winning a battle with Blackbeard's men, Jack proclaims, "We've taken the ship!". Then Blackbeard emerges from his cabin.
In Curse of the Black Pearl, Barbossa's expression upon realising he's about to die is pretty comical, if you're in a cruel mood ("I feel... cold.")
Likewise, Bootstrap's realizing that he was fighting over control of the mooring line with his son upon the Flying Dutchman.
A minor example, but just watch Jack's expression change during At World's End when Barbossa calls for Captain Teague.
When Jack Sparrow looks out at the water to see a massive swarm of mermaids swimming towards everyone.
Blackbeard upon being told he drank from the wrong chalice.
In one version of Back to the Future, young Biff Tannen actually says it, before crashing into a truck of... well, crap. In the other version he says "Oh shit."
Doc gets one in the first film when the terrorists he stole the plutonium from track him down. As does Marty.
Doc also gets one when the cable he's connecting to the Clock Tower gets caught in a tree and becomes unplugged - MINUTES before the lightning is due to strike.
It's a bit hard to tell because he speaks in about as fast and high-pitched a voice as Alvin and the Chipmunks, but Frenzy squeaks "Ohshit" in Transformers right before his own bandsaw comes around and cuts him in half.
Then there's earlier: "Time to show what you're really made of." *click* "Crap."
"And last but not least, my favorite, a TOMMY GUN!"
Who Framed Roger Rabbit: Judge Doom, just before getting hit with a high-pressure blast of Dip. The fact that he's a Toon means that he can really stretch his eyeballs in surprise.
Eddie Valiant had a few himself, notably when he opened "The Spare" Bugs Bunny gave him, and when he was pinned to a Drum Barrel by a magnet with Doom going towards him with a steamroller. And, there's his reaction when Doom reveals his true identity to him.
Roger himself gets one when he grabs Baby Herman and realizes that he has let go of the refrigerator he was holding over his hea — CRASH!
That was just part of the script; Roger was a brilliant actor. Up until the birds appear seconds later (they're supposed to be stars).
The lead-up to the lobby shootout in The Matrix. *Metal detector goes off* "Please remove any metallic items you might be carrying: keys, loose change..." Cue Neo opening his coat to reveal the dozen or so guns strapped to his body. "Holy SHIT!"
In the same movie, there's a scene where the villainous Smith, in the middle of torturing Morpheus, watches helplessly as an attack helicopter rises into view just outside the window, Neo beginning the mounted minigun's warm-up spin. Smith's reaction? Gritting his teeth and saying "No."
He gets another in Revolutions, after assimilating Neo. It's hard to tell if it's just the torrential rain or if he's actually crying.
"No, it's not fair..."
Commodus has one of these in Gladiator, when Maximus reveals himself.
Big Trouble in Little China: Jack Burton screws up a lot, but it was after he threw his knife (and only weapon) at Big Bad Lo Pan and doesn't even come close that warrants his Oh Crap reaction. Subverted almost immediately after, when Lo Pan throws the knife back at Jack. Jack catches it and instantly snaps it back at the villain, putting it right between his eyes! "It's all in the reflexes."
Audrey II near the end of Little Shop of Horrors (1986 version): "Oh shit!" right before Seymour electrocutes/blows it up. R.I.P., Levi Stubbs.
In The Mummy Returns, Ardeth Bay's group of Medjai have just won a hard-fought battle with the Army of Anubis when they see a massive group of reinforcements charging across the dunes to finish them off.
Oh no, they're not reinforcements. They're the actual army. The Anubis warriors the Medjai barely defeated was the first wave.
Earlier in that same movie, the blimp that the heroes are riding on runs out of gas seconds before the giant tidal wave that Imhotep created catches up to them.
Blimp pilot: "Well, that's not good."
This is also the reaction that pratically every other character in both of the first two movies has when they encounter the newly resurrected Imhotep for the first time and/or when they witness him using any of his supernatural abilities.
In Kung Fu Hustle, the reaction of the Beast when he realises that the heroes are about to channel the "Lion's Roar" ability of the Landlady through a funeral bell turned massive megaphone. Cue room exploding in to debris.
In 2008's The Incredible Hulk, Bruce jumps out of a helicopter expecting to transform into the Hulk. We see him falling with his eyes closed, concentrating, then he opens them to find nothing changed and... "Oh, shit!"
There's a similar scene in Van Helsing, where Mr. Hyde is falling to his death from the cathedral. In midair, he reverts to Dr. Jekyll, who has long enough to realize what's happening before he hits the ground. Classic bug-eyed Oh Crap moment.
Every five minutes in the Rush Hour series. Some of the best include Carter and Lee spotting a brown package and mistaking it for a bomb, and their efforts to ensure it doesn't hurt anyone in Rush Hour 2, and Carter's face when he realises that he's not trying to intimidate a seven-year old karate student but Sun Mingming, that giant Chinese basketballer (he's 7ft 9in!) in Rush Hour 3.
Dogma has two notable moments, first when Azrael makes the mistake of giving Silent Bob a free shot at him, ("But... I'm a fucking demon...") and second when Bartleby comes this close to entering the church only for the doors to the Church to open by themselves to reveal Metatron and God standing there.
Leonardo DiCaprio in Baz Luhrmann's William Shakespeare's Romeo + Juliet has some of the best Oh Crap moments. Particularly at the end when Romeo realizes Juliet is still alive right after taking the poison.note Yes, the spoiler space is reasonable. The play is over 400 years old, but this doesn't happen in the play.
Phone Booth practically makes a fetish out of these moments. When the hero realizes the bad guy knows who he is... when he finds the gun... etcetera, etcetera... The end where he discovers that the bad guy wasn't shot and killed after all and he can't do jack because he's just been drugged and carried away in an ambulance as Keith Sutherland's awesome voice tells him "Good show, loser." and he's struggling to try and protest...
In the 2004 live-action version of Neo Human Casshern, there are a lot of these, but probably the most epic one is when Casshern sees into Burai's memories and discovers the woman he executed to keep a fellow soldier from being killed for refusing to do it, back when he was originally Tetsuya, was Burai's wife.
As well as General Sarris' reaction in this scene:
Sarris: You fool! You fail to realize that with your armor gone, my ship will tear through yours like tissue paper! Jason:And what you fail to realize is that MY ship is dragging mines!
Happy Gilmore. Shooter McGavin is being heckled by a fan, who points out that Gilmore hit a much longer drive earlier in the day. He turns to face the heckler, only to find that he's played by 8 feet tall Richard Kiel.
"Well, moron, good for Happy Gilm— OH MY GOD!!!
The Sum of All Fears: The look on Morgan Freeman's face is priceless when he realizes there is a nuclear bomb at the Super Bowl. Where he happens to be. Along with the President. And 60,000 people. And the camera shows as many of those 60,000 people it can.
At the end of film, Fletch becomes aware of his miscalculation:
Fletch: Oops! Female Love interest and wife of the villain: What do you mean, "Oops"? Don't say "Oops"!
Event Horizon, when Smith finally discovers the bomb that the deranged Doctor Weir has planted aboard his ship, and finds that it will detonate in five seconds. Smith gapes in horror... and then gently closes his eyes.
In Terminator 2: Judgment Day, John Connor escapes from the T-1000 chasing him on his dirt bike, then stops and looks back, thinking it's over. His expression quickly turns to "Oh, crap" an instant before the aforementioned T-1000 comes crashing through the guardrail of a nearby overpass in a stolen big rig tow truck.
The Aforementioned T-1000 gets one of these an instant before the grenade the T-101 just fired into its chest explodes; this grenade ultimately causes its death.
Sarah Connor gets incredible "Oh crap" moment when she first meets T-101 in the mental hospital not knowing about his Heel-Face Turn.
In Terminator 3: Rise of the Machines, the cemetery scene has two, the first one is Kate Brewster after shooting the Terminator in the face and seeing him catch the bullet, not with his teeth, but by letting it hit the back of his throat. The second is bit after where the police counsellor recognizes the large man with sunglasses and a tendency to ignore the police.
The T-X gets one herself when she realizes that the T-850 dropped her demolition crane's wrecking ball into the sewer and she just ran out of cable at top speed.
In Terminator Salvation, Kate Connor and Blair Williams share an Oh Crap moment as they realize who — or what — Kate has on her operating table.
At the end of Under Siege Commander Krill has a perfect "oh crap" when he looks through the periscope of the escaping sub and realises he's about to get a battleship shell to the face.
Ra has one at the end of Stargate, when it realises the thing coming through the teleporter is a nuke.
Bonus points since he's actually doing it in two places at once.
The Lost World: Jurassic Park. They've taken a baby T. rex back to their trailer to give it a cast for its broken leg. Uh oh, here's its mommy and daddy! They give it back, which is terrifying, but the T. rex seem content now with their child returned... right?
Ian Malcolm: ... Hang on to something!
There is also another "Oh crap!" moment in the film 10 minutes later when Eddie Carr does everything in his power, going through every single imaginable hell possible to help his friends who are precariously dangling off the edge of a cliff inside their trailer. He's finally got it all worked out when boom, boom. Cue Crowning Doom Music of Awesome as mommy and daddy T. rex come out of the forests to tear Eddie in two. I guess No Good Deed Goes Unpunished.
In Memento, Leonard (an anterograde amnesiac who relies on tattoos and other Notes To Self in order to function day-to-day) is talking on the phone when he notices a large bandage on his leg. He continues talking as he absentmindedly peels back the bandage, and he sees that he has a fresh tattoo underneath. The tattoo reads NEVER ANSWER THE PHONE! The look on Leonard's face is priceless. "Who is this?" <click>
In Freddy vs. Jason, Freddy Kreuger has quite a bit of fun tormenting an unconscious Jason. When Freddy is dragged into the real world (where he doesn't have control), with a wide awake and pissed off Jason, the look on his face is priceless. He's a bully, and the one thing he's really afraid of is something akin to a fair fight.
He also gets a few more throughout the end fight, most notably when he finds himself caught on a piece of construction equipment which is dragging him straight towards a thoroughly pissed off Jason.
In previous films both Jason and Freddy have had their share of moments. A particularly amusing "Oh Crap" moment from Jason comes in Friday the 13th Part VII: The New Blood when Jason realizes the psychicFinal Girl is about to bring a roof down on his head... then later right before she sets him on fire.
The entire cast of National Lampoon's Class Reunion shared one of these, chorusing "Oh, shit!" when the psychiatrist reveals why their long-ago graduation prank has turned classmate Walter into a homicial maniac.
Hedwig and the Angry Inch has a heartbreaking example: the look on Hedwig's face as the Berlin wall falls, and she realizes she gave up everything she had for nothing.
Die Hard, when the terrorists are attacking the SWAT team's armoured car with a rocket launcher, McClane sends a brick of C4 down the elevator shaft, which subsequently blows up the entire floor the bad guys were on. His reaction to the fireball coming back up the elevator shaft?
And also at the very end when Hans realises he's falling to his death.
"You need NUKE to kill me!" *alarms go off inside his tank* "... Bitch."
The first batch of bad guys in Taken get this look when their leader reads the note that Liam Neeson hands him:
"By the way, a friend gave me this note, but I can't read Albanian. Could you translate it for me?" "... Good luck." (pause) "... You don't remember me, do you? We spoke on the phone. I told you I'd find you." (entire group of bad guys gets a collective Oh Crap look on their faces)
It happens again later on, after Bryan escapes being choked to death and knocks out the henchmen of the white slavery broker with, amongst other things, fire extinguishers. The broker is quite reasonably terrified.
The ending of "The Big Fat Kill" as well, when the corrupt cops realize that Jackie's head has a live grenade in its mouth.
Manute, meanwhile, doesn't lose it even then until he sees every girl in Old Town on the rooftops, loaded for bear. "McCarthy, you SHIT!!!"
Pvt Hudson's famous breakdown in Aliens: "That's it man, game over man, game over!"
In Speed Racer, just before the "non-ja" is clobbered by Pops, the camera zooms in on Pops' clenched fist, which is decked out with a very large Greco/Roman Wrestling championship ring. His eyes are roughly the size of said ring just before it gets smashed into his face.
Immediately before that, the non-ja backs up into Pops and the first thing he notices before turning around are that Pops's biceps are bigger than the non-ja's upper torso.
Royalton has a glorious one when the spearhook is revealed during the final race.
A torturer is about to do his worst on Harry Tasker and his wife. When he invites the agent to say something before he starts, Tasker, doped with Truth Serum, blandly describes how he is going to kill him and the guard. When the torturer asks how is going to do that while handcuffed, Tasker reveals he just got them open. The torturer has a moment to react before Tasker does exactly what he said he was going to do.
Juno Skinner awakes after having been knocked unconscious by Helen Trasker. Helen is about to be pulled out of the limo by Harry, who is hanging from a helicopter. Juno realises that the bridge has been shot out and that the limo is going to fall into the ocean, and says "oh, SHIT!"
The Eastbloc soldiers have a whole series of Oh Crap moments, particularly when the EM-50 starts doing its thing. The poor guard in the tower is particularly memorable.
Sgt Hulka shouts, "Oh, shit... INCOMING!"
In The Best Little Whorehouse In Texas, Melvin P. Thorpe (Dom De Luise) delivers an impassioned and scathing diatribe into a TV camera accusing Sheriff Ed Earl Dodd (Burt Reynolds) of taking bribes to protect a whorehouse and its staff from prosecution. A triumphant smile on his face, he turns to face the sheriff. Cue crap moment.
Casino Royale: In the intro scene, a MI6 traitor is about to shoot a unarmed Bond, and pulls the trigger. The loud click of the empty hammer is accompanied by this look on the traitor's face, just as Bond holds up the clip, saying "I know where you keep your gun."
In Licence to Kill, we get that reaction from Truman-Lodge and Sanchez as they watch one truck tanker full of their cocaine-laden gasoline careening down a hill into another one, right in front of their car.
In Goldfinger, James Bond heaves a heavy gold bar at Odd-Job. Odd-Job doesn't even try to avoid it; it bounces off his chest like a marshmallow. Bond's reaction does not express optimism. About a minute later, Bond picks up Odd-Job's famous derby with the sharp steel rim. Now it is Odd-Job's turn to look worried.
This is the look on Bond's face in Diamonds Are Forever when, after being knocked out by Wint and Kidd, he wakes up to the sound of burners in a retort firing up and the sight of a casket lid directly over him. Cue the flames pouncing on said casket and Bond starting to push on the lid to no avail, wondering how he's going to get out of this one. Fortunately for him, he already has: he had passed counterfeit diamonds on to Shady Tree, and he figures out (and points out after Shady rescues him from a fiery end) that Shady had passed him $50,000 in funny money. Shady doesn't realize he himself had been double-crossed until he opens the urn and finds PASTE! GLASS!
A great one happens in Frost/Nixon when Frost starts his interview with what he intends to be an epic curveball, and Nixon hits it out of the park. The movie then cuts to Jack Brennan commenting on that exact moment:
Jack: Well, in boxing, you know, there's always that first moment, and you see it in the challenger's face. It's that moment that he feels the impact from the champ's first jab. It's kind of a sickening moment, when he realizes that all those months of pep talks and the hype, the psyching yourself up, had been delusional all along. You could see it in Frost's face. If he didn't know the caliber of the man that he was up against before the interview started, he certainly knew it halfway through the President's first answer.
Zatoichi: During the final battle of Kitano Takeshi's 2003 reboot of Zatoichi. They are squared off, completely still, facing each other. Zatoichi's opponent visualizes exactly how he is going to kill Zatoichi and lets out an unbearably smug chuckle. At the last moment Zatoichi changes his grip on his sword. His opponent's "Oh shit..." look is perhaps the best in all of film, after which Zatoichi handily kills him.
In the director's cut of Watchmen, they include the scene where Hollis Mason is murdered. He doesn't go down without a fight, though. He catches the first punch thrown by the thug, and the expression on the thug's face is priceless. And then Hollis has one as the thug is about to kill him.
Veidt's face as Doc Manhattan reassembles, 'I'm very disappointed in you Adrien. It is absolutely priceless.
Peter: (looking at the Gunslinger robot) Oh, my God.
Dr. Strangelove, or How I Learned to Stop Worrying and Love the Bomb: General Buck Turgidson's usual role is to reassure his President that the bombers under his command can succeed in their missions of nuking the Commies. When asked whether the Leper Colony has a chance of getting through the Soviet air defenses, he enthusiastically describes the abilities of the plane, the ineptitude of the Soviet defenders, so do they have a chance? HELL YE- realization dawns that the conversation of the day had been that if even one plane gets through, the Soviet Doomsday Device will detonate and sterilize the Earth.
Early in the film, Group Captain Mandrake goes to tell General Ripper the alert they're under is a false alarm and that he should recall the bombers, concluding Ripper sent out unauthorized attack orders even as he's talking.
In Gun Crazy: A Woman From Nowhere, the Big Bad's goons dig up the briefcase with the money they are after and open it... only to discover that, along with the money, there is a large amount of explosives inside.
The Lovely Bones has a particularly effective moment when Susie says to Mr. Harvey that she needs to go home, and then he responds by telling her to "be polite." The look on her face drives it home in that she now knows just how much trouble she's in.
The Twilight Saga: Eclipse counts too. During the climactic battle scene while the rogue gang of misled vampires is charging toward the coven they believe is outnumbered two to one, only to see nine large wolves bounding out of the forest and leaping toward them. To say they were surprised is an understatement.
The reaction of every crew member after the iceberg is spotted. Within mere seconds, their faces transform from mildly bored or entertained to absolutely horrified once they realize why the ship needs to be turned "hard to starboard". And then there's Thomas Andrews' and everyone else's facial expressions when they feel the whole ship shaking...
When Rose remembers what Mr. Andrews told her earlier about the number of lifeboats while he is telling her that the ship is, in fact, sinking.
Cal's expression when the first funnel starts to collapse. He can clearly see dozens of passengers swimming in the water right in front of it and he knows what's about to happen to them.
This◊ image of Benjamin Guggenheim note who was willing to go down with the Titanic witnessing the water rise within the ship as it is sinking.
Letters from Iwo Jima, when Saigo is sent outside to empty the latrine bucket and discovers the entire ocean covered with U.S. Navy warships from horizon to horizon as far as the eye can see.
In The China Syndrome, the look of terror on Jack Lemmon's face when his character taps the water level indicator and they realize that the level of the coolant water is not exactly where it should be.
In Barry Lyndon, when Lord Bulington's shaking hands inadvertently discharge his dueling pistol before he gets an aim, spoiling his having first shot on his much hated stepfather.
In the Rocky and Bullwinkle movie, Fearless Leader has zombified most of the United State by now. He is monologuing about his plans for world domination. Then Boris and Natasha cry out in unison: "FEARLESS LEADER, MOOSE IS LOOSE!"
Tombstone has a few. One occurs early in Wyatt Earp's ride of vengeance when he finds some Cowboys in an opium tent. He lays the barrel of his revolver on a table and an opium-besotted Cowboy puts it in his mouth, thinking it's a pipe. Boom. Another occurs near the end of the movie when Johnny Ringo thinks he's confronting Wyatt. "I'm your huckleberry." (He's not.)
Robin Hood: Prince of Thieves: After successfully defending the forest hideout from hired thugs, Robin Hood glances over to the Nottingham soldiers in the distance... with flaming arrows and trebuchets! He simply says "My God" in sheer terror - from then on he is no longer fighting and is simply trying to rescue his fellow men.
Snatch has a famous scene where a trio of bumbling wannabe gangsters try to intimidate Bullet Tooth Tony (the most Bad AssImplacable Man in London's underworld) with fake guns. Tony calmly sits back in his chair, tells them that he knows perfectly well that their guns are fake, then pulls out his Hand Cannon Desert Eagle. The close up on their faces is priceless.
Wolverine's response to Lady Deathstrike taking her claws out before their duel in X2: X-Men United film.
Wolverine: Holy shit...
Wolverine has one in X-Men Origins: Wolverine during his climatic fight against Deadpool when it's revealed that Deadpool has teleporting powers.
This is the standard response of any human character in X-Men: First Class when they witness a mutant's powers being used firsthand.
Also the Nazis in Argentina when Erik casually revealed his arm with the numbers tattooed on it.
V for Vendetta features an agent of Norsefire shooting a young girl we see a lot throughout the film, caught wearing a Guy Fawkes mask and spraying graffiti. Other citizens see him holding the gun, approaching him slowly as he raises his "Norsefire" badge and tries to reason with them...we get to see the look on his face just before it has a meeting with a spade.
Creedy gets one shortly before V strangles him near the end of the film, after V (who has just been shot approximately 700 times) has annihilated all of his men with knives before they could manage to reload. The look on his face as he backs away from the advancing V, his bullets having no effect whatsoever, is one of sheer terror and incredulity. Then he runs out of bullets, and V's not stopping. Cue Oh Crap face.
Even better, because V had told him this was precisely what was going to happen.
At the end of The Three Musketeers (1993), Gerard finally manages to track down d'Artagnan and challenge him to a duel, only to find that he not only has to fight d'Artagnan, but an army of Musketeers.
"Forgive me Father, for I will sin. One night, I will come for you."
Jabberwocky: In the opening sequence the poacher starts hearing some fairly alarming noises, getting increasingly anxious and looking around him. When he finally looks up, he clearly realises what it is that's making those noises.
At the end of the Tom Selleck movie An Innocent Man, when the Dirty Cop's who framed Selleck's character are jailed themselves, the F. Murray Abraham character (a lifer) says to them as they are entering the prison (in front of all the other inmates), "Hello, Officers." The looks on the cops' faces are Oh Crap, as prisoners don't like dirty cops very much.
In Holes, when Armpit is asking for a pen and paper, the deputy recognizes Mr. Sir as a criminal. Que the following conversation.
Deputy: "Marion Sevillo." Marion stops dead in his tracks, and just says "oh crap."
Peter Jackson's remake of King Kong: At the theater, Kong notices Jack Driscoll, and stops his rampage and stares at him long enough for both of them to realize that Kong remembers Jack...and the last thing he saw Jack do was take his beloved Ann away from him. Cue epic Oh Crap and subsequent Unstoppable Rage.
In Transformers: Dark of the Moon, Ironhide (and all the other Autobots and humans present) have this reaction when Sentinel Prime announces that he has defected to the Decepticon side and punctuates it by promptly shooting Ironhide in the back. Ironhide has a second, much more tragic Oh Crap moment a minute later when he sees the massive hole in his chest and his own hand disintegrating and realizes exactly what Sentinel has just shot him with.
The US President, at the end of Escape from New York, about to play the tape with his message for the conference. Cue epic Oh Crap expression when he discovers that Snake Plissken's switched the tape for Cabbie's and thus he is regaling the other politicians with "Bandstand Boogie".
In The Longest Day, a German lookout officer on the morning of the Normandy landings is sweeping the coast with his binoculars, thinking that today is just going to be another day. One Allied bombardment and sheer panicked expression later, his report to High Command is all but incomprehensible, ending with his insistence that this massive number of ships the Allies can't possibly have (according to German High Command)? "They've got them!"
In Lucky Number Slevin, when Detective Brikowski gets a call from a colleague who has finally found out Slevin's backstory. As the story unfolds and Det. Brikowski realizes who Slevin really must be, the evolving levels of Oh Crap on his face are priceless.
Men in Black. Only once does Agent K briefly lose his composure, thanks to witnessing the Bug revealing itself.
The Black Widow gets a bunch: when she's informed it's her job to bring in Bruce Banner, when Banner trolls her by faking an angry outburst, when she's trapped with Banner on the Helicarrier as he's having..an episode. And finally when Iron Man announces he's bringing the party to the other members of the team.
Black Widow: (on seeing the giant alien space-dragon chasing Stark) I...I really don't see how that is a party.
There's suddenly thunder and lightning after Loki is captured by SHIELD
Loki does it again when informed by Tony Stark that regardless of the outcome of the battle with the invading enemy, the Avengers will hold him personally responsible, and if they lose the planet they will come for him. For just a second Loki has an expression indicating that he really doesn't find that scenario very appealing.
Not as overstated as other examples, but Tony has a mild reaction of this when Loki appears like he's going to use the "Glowstick of Destiny" to bring him under the demigod's control. Thanks to the Arc Reactor, he's saved from being brainwashed.
And Loki does it one last time as he's crawling out of his self-shaped hole and realizes that he has an audience of six Mighty Heroes.
Played very darkly in Se7en, when Somerset finds out what's in the box.
Played in The Wizard of Oz when the Witch sees that Dorothy grabs a bucket of water to extinguish the flames on the Scarecrow's arm. Water happens to be a fatal weakness of the Witch.
In Cube 2: Hypercube, Colonel Maguire chains himself to a wall so he can be killed by one of the traps, a transparent, moving cube wall that ages all the matter in the room by decades if not hundreds of years. Seeing the effect it has on his briefcase leads him to remark "this is gonna hurt".
Private Joker: Sir, it is the private's duty to inform the senior drill instructor that Private Pyle has a full magazine that is locked and loaded, Sir!
The Knave of Hearts in Alice in Wonderland after the White Queen spares his life only to have him banished from Underland and handcuffed to the Red Queen.
In Tank Girl the title character escapes from a Mook and then shows him that she's stolen the pins from his grenades. The grenades that are hanging from his belt. He just has time for an "Aw shit..." before they blow.
In Planes, Trains, and Automobiles, it takes a moment to sink in that the driver on their right, shouting that they are driving the wrong way, is across the median. Just in time to notice the semis in both lanes heading straight at them. Steve Martin gets the reaction shot.
In Resident Evil: Retribution, the look on Luther's face after he hits Bad!Rain in the face with a fire extinguisher and realises all he's done is seriously piss her off.
From Child's Play, when the unlucky sucker holding Chucky finds out he doesn't have any batteries. Cue...
From The Good, the Bad and the Ugly, Baker, Angel Eyes' employer at the beginning of the movie, when he finds out Angel Eyes wasn't joking about coming to kill him.
The Cabin in the Woods: When the elevator doors open, releasing all of the monsters, you can clearly hear one of the security team guys mutter "Oh shit" before getting massacred..
Superman II gives us the Kneel Before Zod moment: Superman emerges from the chamber that will have depowered him to human. Zod commands him to kneel and swear eternal allegiance, Superman kneels, takes Zod's hand...and crushes it. Cue scream, and Oh Crap from the other two villains as they discover they now have no powers.
Admiral Marcus has one: "Well, shit! You talked to him."
Spock Prime's reaction when Spock asks if he's ever known someone named Khan.
Everyone at Starfleet Headquarters as they realize the Vengeance is aiming straight at them.
Fear Of A Black Hat: When Tasty finds Ice in bed with his girlfriend, "Aw, shit!" is the reaction of everyone in the room.
A very subtle one at the end of the Robert Redford film The Candidate. On hearing the news that he's just been elected senator, Mckay turns to his campaign manager and asks, "What do we do now?"
The non-verbal version is all over the priest's face in the first few seconds after Clark tells him who he is in Man of Steel.
Happens frequently throughout Pacific Rim, on the part of the humans whenever a new Kaiju appears and on the part of the Kaiju's creators just as Gipsy Danger goes nuclear, complete with a close up of one of their faces as it blows.
The Wolverine: Not said, but it's clearly written on Harada's face when he sees Wolverine's regained his healing powers.
Film/Harry Potter and the Chamber of Secrets: Hedwig gives one very big 'OH CRAP!' expression at the sight of the train... about to hit the car from behind... when she is sitting IN A CAGE ON THE BACK SEAT!
To the characters of Singin' in the Rain, the prospect of a talking picture (The movie is set during the transition from silent to sound) seems like a brilliant, excellent idea. Actor Don Lockwood, pianist Cosmo Brown, and producer R.F are seemingly energized by the idea, and you can almost hear the gears turning as they imagine the possibilities... and then Lockwood's fiancee Lina opens her mouth. Cute but Cacophonic doesn't even begin to describe her high-pitched brooklyn squeal. Cut to Lockwood, Brown, and R.F simultaneously, and hilariously turning to Lina with identical looks of dawning horror.