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Oh Crap / Live-Action Films

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"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.''
Bullet Tooth Tony, Snatch.

  • David Bowman in 2001: A Space Odyssey as he is taken beyond the infinite. His face falls from a look of slightly frightened, perplexed wonder to a terrified grimace.
  • Ace Ventura goes through this in the end of Ace Ventura: When Nature Calls when the Watchati/Wachootoo tribes find out that the Wachati princess is not a virgin.
  • A Classic Horror Story: Chiara's eye widen when she sees Elisa pointing a shotgun at her.
  • In The Adventures of Rocky & Bullwinkle, Fearless Leader has zombified most of the United States by now. He is monologuing about his plans for world domination. Then Boris cries out: "FEARLESS LEADER, MOOSE IS LOOSE!"
    • Before that, the Old Jeb who rents the heroes the biplane tries to warn them that the plane won't be able to carry Bullwinkle's weight, but they've already taken off, leading to him shouting the trope name verbatim.
  • The expression on Lloyd's face in The Aggression Scale when he is crawling up the basement stairs and looks up to see Owen about to push the filing cabinet down on top of him.
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  • The Knave of Hearts in Alice in Wonderland (2010) after the White Queen spares his life only to have him banished from Underland and handcuffed to the Red Queen.
  • Pvt Hudson's famous breakdown in Aliens: "That's it man, game over man, game over!"
  • Always:
    • Al when he realizes his engine is on fire.
    • Pete shortly thereafter when he realizes his fuel tank is on fire.
    • Al again when Ted's plane is bearing right down to drop the fire retardant right on him!
  • Amazing Grace and Chuck: When Amazing and Lynn realize he's on a private jet she didn't arrange. She starts to panic immediately and he tries to console her that maybe its not what they think (unfortunately it is). He leaves her with a few comforting Last Words just in case.
  • At the end of The Amazing Spider-Man the Lizard is looking up at the cloud of gas descending on New York City. His eager expression changes into one of Oh, Crap! when he realizes the Ganali device launched the antidote, not the serum. There is a close-up on his face as his eyes widen and his pupils shrink to dots before he loses his grip and plummets down.
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  • In Andhadhun, Akash has this reaction when he goes to the police station to report the murder of Mr. Sinha, only to discover that the man he saw in Sinha's apartment is a police inspector working there. He quickly comes up with an alternative crime to report to avoid arousing suspicion.
  • And the Band Played On: when Dr. Dale Lawrence tells Dr. Don Francis that he has just gotten back from New York where a female IV-drug user had just died from the disease that would later be named AIDS, Francis gets a look of sheer horror on his face before he says, "It's in the blood supply."
  • 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, after exhibiting the look himself, quietly reports: "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. And then Lovell verifies exactly what is venting: "It's got to be the oxygen." Really brilliantly done.
  • In Babylon A.D., it happens to Gorsky near the end.
    "You need NUKE to kill me!"
    [alarms go off inside his tank]
    "... Bitch."
  • In the censored version of Back to the Future, young Biff Tannen actually says it, before crashing into a truck of... well, crap. In the uncut version he says "SHIIIIIT!"
    • Doc gets one in the first film when the terrorists he stole the plutonium from track him down. As does Marty.
      Doc: Oh my God...they found me, I don't know how, but they found me. RUN FOR IT, 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.
    • George has a big one when he opens the car door expecting to see "Calvin", "going too far" with Lorraine... and Biff turns to face him. And what he's doing to Lorraine is no act.
  • 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 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.
  • In Beyond the Lights this is written all over Noni's face when she opens the door of her and Kaz's motel room in Mexico to be greeted by her mother and a gaggle of paparazzi.
  • In Big Game, the tour guide's face literally screams "oh crap!" when he hears Hazar's description of rocket launcher and realizes what his clients intend to do.
  • 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."
  • 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...
  • Done hilariously by the townsfolk of Rock Ridge in Blazing Saddles with the emergence of Mongo.
    • "Never mind that shit, here comes Mongo!!"
    • "Now gather around here folks and...(Salesman spots Mongo)..HOLY SHIT!!
  • In Blood Drips Heavily on Newsies Square, Michael has a completely horrified reaction when his 'echo' responds differently to him and he notices the car in the background is closing in on him.
  • The Illinois Nazis in The Blues Brothers find themselves going off the wrong end of an incomplete flyover.
    "I've always loved you."
  • Das Boot: the sub crew is searching a foggy section of sea for the British Convoy they are hunting. Looking through the periscope, the Captain sees the fog give way to every submariner's nightmare — a Destroyer — coming straight at them, full steam.
  • Played well by Noah Volsen in The Bourne Ultimatum when he realizes Jason is currently in his office, within arms reach of the documents that will put him in prison.
  • Boys on the Side: When they realize that Nick died from Holly striking him (without her meaning to), all three of them panic and go on the lam.
  • Bushwhacked: When one of the kids accidentally refers to Max Grebilski by his real last name, as opposed to the name of the scout leader he was posing as.
  • 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..
  • 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 Child's Play films:
    • From Child's Play, when the unlucky sucker holding Chucky finds out he doesn't have any batteries. Cue...
      Chucky: Hi, I'm Chucky. Wanna play?
    • Child's Play 3 has a relatively understated one when Chucky is dropped into the compactor of a garbage truck: "SHIT!"
    • In Curse of Chucky at the end. Chucky has himself delivered to Andy, the child from the first film, attempting to kill him in revenge. When he cuts his way out of his delivery box, however, Andy has a loaded shotgun aimed right at his head. Chucky's face is priceless.
      Andy: (after he pumps his shotgun) Play with this.
  • 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.
  • Go watch The Chronicles of Riddick and look at the Lord Marshal's face just before his last moment alive. Bonus points since he's actually doing it in two places at once.
  • Code of Silence: When Cusack is at a party, he needs to make a phone call in the back. A group of yuppies, after just snorting some coke in the same room, metaphorically crap their pants when he answers the phone with "Sergeant Cusack". He's not interested in them, though.
  • The Court Jester: Hawkins, having infiltrated a castle under the identity of the jester Giacomo, is echoing the last lines said in song while playing the lute. He has also been seducing the princess under hypnosis, and has no idea he has been doing so. When he finds out about this, at the exact same time the king does, his voice goes up an octave, he snaps a string, and you just know what he's thinking.
    Giacomo, Giacomo, Giacom-OH?!
  • There are several examples in Critters, the best being how the father's eyes bug out when one of the Crites' venomous quills slams into the wood of the staircase, just an inch or so from his face.
  • 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".
  • In Cube Zero, Dodd hears the elevator outside moving a short while after Wynn left to abandon his post and enter the Cube. With relief Dodd calls him out as a stupid jackass, only to stand face to face with the Orwellian guys from upstairs running the Cube. His expression should be obvious.
  • The Dark Crystal: The Skeksis concentrate their efforts on killing Kira, but forget about Jen. They start screaming their heads off when, in his anger and despair, Jen is about to heal the Crystal, and there's nothing the tyrants can do about it.
  • The Dark Knight:
    • Dent's reaction to Rachel Dawes telling him that only one of them would survive, and their friends had to choose who.
    • Tragic example comes from Rachel herself when she’s hears Harvey getting rescued by Batman, until then she was confident Bruce would save her first you can hear the sudden fear in her voice before she gets blown up.
    • Also happens in the beginning where Happy, one of the robbers at a local bank, is killed by another robber, Grumpy, in the bank vault.
    • A very mild example, but when Joker realized that no one in the boat was detonating the bombs.
    • Officer Wuertz gets one when he sees a disfigured Harvey Dent (who he turned over to the Joker's men) pointing a gun at his head.
  • The Dark Knight Rises: Daggett gets one during his meeting with Bane after the Stock Market attack. As Daggett chews out Bane for what looks to him to be a failure, Bane quietly orders his henchmen to leave them alone. Daggett tries to call them back saying that he's in charge, to which Bane responds by casually resting two enormous fingers on Daggett's shoulder and asking him, "Do you feel in charge?" Daggett clearly bricks it in that moment... and doesn't last much longer.
  • In The Day Of The Dolphin, a pair of dolphins are kidnapped as part of a Presidential assassination plot; one of the villains says "Oh, shit" when he and the others hear the "clang" as one of the dolphins places a mine intended to blow up the President's boat onto the base of their boat...
  • DC Extended Universe:
    • 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.
    • Batman v Superman: Dawn of Justice:
      • Senator Finch's face when she spots that Luthor is missing from the hearing and reads the label of the jar saying "Grandma's Peach Tea".
      • Happens by both title characters during their main fight: Superman after Batman fires Kryptonite gas at him, which nullified his powers, and blocks a punch by him and Batman when he realizes the gas has worn off.
      • Batman mutters "Oh, shit!" when he sees Doomsday about to fire at him.
      • Luthor when he realizes Martha Kent was rescued by Batman after Batman answers the phone, not Knyazev.
      • In the Ultimate Edition, Luthor's expression changes from smugness to this upon Batman informing him he's being sent to Arkham Asylum.
    • In both Justice League (2017) and Zack Snyder's Justice League, it's very much established that Barry Allen is fast several times by showing slow-motion shots of him dodging around other characters, who are effectively statues compared to him when he's tapped into the Speed Force. When he tries to do a super-speed attack from behind on the newly revived Superman, who's suffering from a severe case of Resurrection Sickness, Superman's head slowly turns towards Barry and starts tracking his movement, revealing that he is just as fast as Barry. The look on Barry's face as he notices this is priceless.
  • The remake of Death Race:
    • Warden Hennesey gets a pretty epic one when Aimes and Machine Gun Joe break off the death track and start heading for freedom. "What just happened?" Indeed, ma'am.
    • She has one just after opening the "gift" that Coach sent to her.
  • Big Bad Fraker in Death Wish 3 has an epic one when he sees Kersey pointing a LAW rocket launcher at him. This is why you don't mess with Charlie Bronson.
  • Deepwater Horizon: The Horizon crew when they see mud start welling up through the seals around the drilling pipe.
  • In Desktop Desperadoes The animated protagonist Pointer displays a hilarious rendition of this expression just as the secretary is about to be attacked by a shark during their game of volleyball. On the surface a shark attack should never be a subject for humour but as usual in comedies it's played for laughs and she escapes (or rather is ejected) unscaved. Even more remarkably not a single tear is visible in her clothes totally subverting the "Clothing Damage" trope.
  • Die Hard:
    • 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?
      "OH SHIT!!"
    • Then of course at the end of the film there's Hans's look of genuine terror as he realizes he's about to fall to his death.
    • At the end of Die Hard 2, when McClane ignites the trail of kerosene as the bad guys are taking off in a Boeing, they have a split second to scream as they realize the plane caught fire and is exploding in their back before meeting their inevitable doom.
  • Divorcing Jack:
    • Happens when the gang blackmailing Michael Malley (Robert Lindsay), having just killed him with a booby-trap bomb in a tape recorder, drive off with the blackmail money in a briefcase; opening the case, and taling out the middle bundle, they see a bomb, and realise they have just triggered it... "Oh, SHITE....."
  • 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.
  • 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 Enemy at the Gates, the last two Germans at the fountain have one when they realise that in the span of thirty seconds, three of their comrades have been killed, they are caught standing in the open and they have no idea where the shooter is. Definitely the case for the one who left his rifle propped up against the wall several feet away (violating a rule that every army since World War I relentlessly drilled into all their soldiers: never leave your weapon where you cannot quickly reach and use it). Also Major König, massively, when he realises Vasily has duped him into leaving his hiding spot and now has him in his crosshairs: instead of trying to run or fight back, he takes his cap off and gives his killer one last look.
  • 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.
  • 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".
  • 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.
    • DJ, upon realizing that Doctor Weir is standing right behind him, minus his eyeballs.
  • Everest: As a blizzard descends on a party of climbers we hear, "oh, no."
  • Ex Machina:
    • Nathan’s expression when Caleb reveals he already rewrote the security protocols to let Ava out during a power outage—and she just caused another outage.
    • And Caleb's expression when Ava leaves the compound, and it's clear she doesn't intend to leave with him.
  • Fear Of A Black Hat: When Tasty finds Ice in bed with his girlfriend, "Aw, shit!" is the reaction of everyone in the room.
  • Ed Rooney of Ferris Bueller's Day Off gets these frequently and does it all in his facial expressions.
  • 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.
    • The scene in which the heroes first discover Zorg's bomb is worthy as well; Cornelius absolutely freezes when he realizes what the odd device on Zorg's door is, and begins repeating, "Itsa-itsa-itsa.."
  • A Fish Called Wanda:
    • Ken's expression says it all when he realizes he just revealed the location of the loot to Otto.
    • An extended one during the whole sequence with Otto trying to talk Ken down while his feet are caught in wet cement and Ken is bearing down on him with a steamroller.
    • All present major characters when Wanda gives her condemning testimony when everyone present expected she would give George a solid alibi.
  • 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"!
  • In Freddy vs. Jason, Freddy Krueger 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.
      Freddy: Oh, no. OOOOOHHHHHHHH NOOOOOOO!!!
    • Freddy earns a few of these himself. When he sends a torrent of water down in front of Jason to stop him, when he replaces his chopped-off arm with ease, and especially when he hacks off Jason's fingers to take his machete, even The Juggernaut that is Jason is taken aback.
    • Then there's the expression on his face right before Lori decapitates him.
    • 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 psychic Final Girl is about to bring a roof down on his head... then later right before she sets him on fire.
  • Fright Night 2: New Blood: Peter Vincent's appropriate reaction after his attempted staking of Gerri fails is a muffled "Oh, shit!".
  • 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.
  • Full Metal Jacket: Senior Drill Sergeant Hartman's whole demeanor changes when informed:
    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 Funhouse Massacre: Deputy Doyle's reaction when he learns there really ARE killers at the Land Of Illusions Haunted House Attraction.
    Deputy Doyle: Oh crapola.
  • Galaxy Quest: Jason Nesmith's reaction to the real Grignak:
    Jason: (small voice) ... Oh, darn.
    • 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!
  • The Gentlemen: The look on Dry Eye's face when he hears Ros utters the words "Hello, babe", and he knows that Mickey has just arrived and discovered him about to rape his wife.
  • Ghostbusters (1984):
    • The Stay Puft Marshmallow Man's face becomes an expression of "Oh Crap" just before the Ghostbusters cross their streams and obliterate him.
    • The Ghostbusters themselves when Stay Puft shows up.
      Egon: Sorry, Venkman. I'm terrified beyond the capacity for rational thought.
  • Ghostbusters: Afterlife has its share as well, but one of the best has to come from the Mini-Stay-Pufts during the final battle when Podcasts figures out the PKE Meter also works as a taser.
  • G.I. Joe: The Rise of Cobra: When Snake Eyes unexpectedly drops out of the Paris car chase, The Baroness gloats "He gave up!" Cue Storm Shadow — "He never gives up." They get blindsided by a train.
  • Commodus has one of these in Gladiator, when Maximus reveals himself.
  • Godzilla movies has this in effect, as well as other Toho films. You know it's an Oh, Crap! moment when a monster is bent on destroying a major city.
    • Tristar's 1998 Godzilla, after GINO finds out his kids have kicked the bucket.
    Nick: He looks angry.
    Audrey: Ahh...
    Animal: Wh-wh-what do we do?
    Phillipe: Running would be a good idea.
    • See below for MonsterVerse examples.
    • Shin Godzilla sees the Prime Minister, right after telling everyone in a press conference that Godzilla couldn't come onto land, sport this reaction upon being told he was just Instantly Proven Wrong about that very thing.
  • At the climax of The Golden Child, Chandler Jarrell (Eddie Murphy) bursts in on the Big Bad, Sardo Numspa, as the latter is preparing for the ritual to slay the titular messianic child. Numspa, finally annoyed to the breaking point, promptly goes One-Winged Angel on him.
    Jarrell: (opens the door) My dear brother Noomsey!
    Numspa: (roars)
    Jarrell: (runs)
  • In GoodFellas, Tommy DeVito arrives at his boss's house to be made a Made Man, but when he enters the room and nobody is there (and Tommy realizes he had just been led there to execute him quietly), he only has time to say "Oh, n-" before his brains are blown out from behind.
  • 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 revelation that the title character of Gorgo is just a baby. And his mom is coming to pick him up.
  • In The Great Escape, MacDonald tests a prisoner on passing off as French and then tells him off when the prisoner responds to a question posed in English by speaking English. Later on when MacDonald has escaped he talks to some SS officers in French - just when he thinks he's safe one of them says "Good luck!" in English. And he says "Thank you" in English. An Oh, Crap! expression immediately ensues, followed very shortly by his capture.
  • Great White: After paddling through the night in the slowly deflating life raft, Michelle finally sees the shore in front of her. Turning to tell Charlie and Kaz, and then lets out a soft "Oh fuck" as sees two shark fins rapidly approaching the raft from behind.
  • 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.
  • Hangmen Also Die!:
    • Dr. Svoboda has this reaction to Mascha locating him despite his giving her a fake name and lying about his occupation.
    • Czaka has this reaction when he realizes that he has blown his cover as The Mole in the Resistance against the Nazi occupiers of Czechoslovakia.
  • 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!!!
    • Later on, after Shooter taunts the same man.
      • "And you can count, on me, meeting you, in the parking lot"
  • A Hard Day's Night: Ringo Starr helps a lady--right into a sinkhole.
  • A hilarious one in Harry Potter and the Chamber of Secrets: when Ron and Harry realize the Hogwarts Express is on the tracks right behind them. Even Hedwig gets in on the fun, gawking at the sight of the train... about to hit the car from behind... when she is sitting IN A CAGE ON THE BACK SEAT!
    • Voldemort's face in Harry Potter and the Deathly Hallows Part 2 after he discovers that Harry isn't dead.
    • And Snape's expression pales considerably after Voldemort says that the Elder Wand belongs to the wizard who killed the previous owner, in this case Dumbledore and since Snape killed Dumbledore...
    • Ron gets a truly beautiful one that doubles as a Screw This, I'm Outta Here in Deathly Hallows Part 2 during the Room of Requirement fight scene. Ron furiously chases after Malfoy and his thugs after Goyle tries to use the Killing Curse on Hermione. Seconds later, he comes running back the exact same path even faster, shrieking like a little girl. Ron pretty much runs right between Harry and Hermione, grabs Hermione without stopping and keeps going, simply trusting that Harry will have the wherewithal to run on his own (though granted, Ron did yell out, "Goyle set the bloody place on fire!!" a pretty good cue to Run or Die).
  • Heaven Can Wait: Joe Pendleton and the escort have a subdued version of this as they watch the former's ashes being scattered in the cemetery garden, because they realize at that moment he no longer has a body to be returned to.
    Joe Pendleton: Oh, dear.
  • 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.
  • This is Hellboy's catchphrase, as can be seen, hilariously, in this Exterminatus Now webcomic.
  • In The Hindenburg, Ritter (George C. Scott) has one when he tries to defuse the bomb, but realizes he has no idea how to do this. He has a bigger one a moment later when he realizes the bomb is going to go off at that very second.
  • 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.
    Mr. Sir: (stops dead in his tracks) Oh, crap.
  • Holidays: In Valentine's Day Heidi realizes she went too far after mocking Maxine's dad killing himself, and the latter gives her a Death Glare. Heidi is far more right than she knows...
  • Makes up half of both Home Alone movies. For instance, this happens to Kevin in the second Home Alone movie when he is captured by Harry and Marv and discovers that Harry does in fact have a gun and fully intends to use it on him.
  • Hot Fuzz: Upon the sea mine being triggered next to him, one NWA member says "... oh God no."
  • The Hunger Games: When Prim is chosen, there's a brief shot of the horrified Katniss making a face that can only be described as D:
    • Also, Clove, just before Thresh grabs her and brutally kills her with his bare hands.
    • There's also a minor one much earlier when Haymitch tells Katniss that she needs to be nice to people. He calls her on it too.
  • The Hunt for Red October: "You arrogant ass, you've killed us!"
  • i am sam:
    • Lucy wears an epic and extremely painful one of these when Sam is trying to read her Stellaluna, but his reading skills are almost nonexistent, so she starts reading the story to him. Right at this moment, she suddenly realizes that she's smarter than her father.
    • Lucy also has one before running off when Connor tells Sam that she told everybody she was adopted.
  • 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.
    • The very first one in the movie occurs when the pilots of a airplane suddenly see the wall of fire in front of them caused by the alien ship entering the atmosphere.
    • 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!"
  • Indiana Jones:
  • Inglourious Basterds:
    • When Bridget takes the rest of Operation Kino to the film premiere, she plans to pass off the Basterds who're there to kill the Nazi elite as her Italian camera crew. None of them really speaks a word of Italian but they try the plan anyway. Aldo says "Bonjourno" in his very thick American accent that gives away he's not really Italian. To make matters worse, Col. Landa (unbeknownst to them) is fluent in Italian. They all grimace the second he opens his mouth and speaks flawless Italian because their plan is shot.
    • The expression on Landa's face when Aldo asks him what he's planning to do with his uniform is priceless.
  • 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.
  • The first landing site in Interstellar turns out to be in the middle of a knee deep body of water that stretches to the horizon with a huge mountain range faintly visible in the distance. The signal from the previous expedition turns out to come from just a small piece of debris.
    Cooper: "Those aren't mountains. They are waves."
    Brand: "Oh, shit. Oh, shit... Oh, shit.'"
  • I Shot Jesse James: Robert Ford gets one during the Bathtub Scene when Jesse James implies that he knows about Bob's plan to betray him ("What are you waiting for, Bob? There's my back."). However, it turns out Jesse was just asking Bob to help him wash his back, and Bob quickly relaxes.
  • In It (2017)
    • When the Losers use a projector to get an overview of Derry's sewer network, among other things. Suddenly, IT arrives and screws with the projector, causing it to uncontrollably switch slides until it shows a woman whose face is covered by her hair, which gradually blows aside to reveal the face of Pennywise the Clown.
    • When Richie strolls around in an abandoned house and is suddenly attacked by Pennywise.
    • Pennywise himself, when the Loser Clubs overpowers him.
  • 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.
  • In the horror flick Jack Frost (1997). The Villain Protagonist catches sight of a wave of lethal super-coolant surging toward him and deadpans, "This is gonna hurt."
  • James Bond:
    • 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.
      • Bond oddly gives one to Odd-Job as the latter is being electrocuted to death. This was actually unintended, as it was Connery's real reaction as the special effects sparks were legitimately burning Odd-Job's actor's legs fairly badly.
      • Bond gets one at the end when a gun-wielding Goldfinger shows up on the private plane taking 007 to lunch at the White House. His face just completely crumbles.
      • Goldfinger gets one as he's being sucked out of the plane when a window is broken whilst it's in mid-flight.
    • 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!
    • 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.
    • GoldenEye: Alec Trevelyan/006's reaction when an exploding antenna crushes him to his death.
    • Carver in Tomorrow Never Dies gets one when he ends up entangled and helpless to watch as one of his own drill torpedoes bears down on him.
    • Casino Royale (2006): 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 Spectre, Hinx says, "Oh shit," right before a rapidly disappearing cord, weighed down at the other end, yanks him off a train.
  • Jaws:
  • John Wick is filled with these, due to John's reputation as The Dreaded:
    • Iosef brings John's car to a chop shop to get new plates and a fake registration, only for Aurelio, the owner of the shop to go white, punch him in the face and tell him to get out.
    • When Viggo calls later for Aurelio to explain his actions, he only has to explain that Iosef stole John Wick's car and killed his dog to get off the hook.
      Viggo: ...Oh. [hangs up]
    • The highlight is perhaps Viggo's reaction to learning who Iosef stole the car from; Viggo can't decide whether to laugh, cry, or simply beat the ever-loving crap out of his son.
    • Viggo calls John immediately after learning all this. He tries to reason with him and work things out. John says nothing and hangs up. The look on Viggo's face screams This Is Gonna Suck.
    • Iosef acts like a real tough guy for the beginning of the film, until he sees John slaughter his way through the Red Circle just to get to him, sending him headed out with a towel around his waist and his tail between his legs.
    • Iosef, calling Victor only to straight away realize he's actually talking to John Wick. The guy who he stole a car from and killed his dog. Wick's response is merely this.
      John Wick: Victor's dead. (in Russian) Everything's got a price.
    • Iosef gets a final one when he watches the dude playing the video game get sniped in the head right in front of him and realizes that John has found him.
  • In Jupiter Ascending, this is Jupiter's cousin Vladie's reaction when she didn't sell her eggs, because the doctors were Keepers in disguise trying to kill her. Thus, unable to pay off the stuff he bought, and having the rest of the family found out.
  • The Jurassic Park franchise:
    • Jurassic Park:
      • The film provides the trope image when the T. rex is charging at the outhouse where Donald Genarro is hiding, one second before it comes crashing down. And that's just one of many.
      • When the familiar sound of some heavy footsteps reaches his ears, Ian Malcolm has a very calm one: "Anybody hear that? It's a,'s an impact tremor, is what it is. I'm fairly alarmed, here."
      • Ellie's reaction on first seeing the T. rex (who is chasing their jeep, no less): "SHIT! SHIT! SHIIIIIIITTTTTT!"
      • Just before that there was Ian's classic line: "Must go faster."
      • And when the kids, who've been left behind in what the adults think is a safe place, see the raptors' shadows on the wall...
    • 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 Jurassic Park III, Grant and Eric follow the sound of Mr. Kirby's obnoxious satellite phone ringtone to reunite with the rest of the group. After the initial celebrations, when Eric reveals how they found each other, Mr. Kirby reveals that he doesn't have the phone; it was last in possession of one of the mercs... who was eaten by the Spinosaurus. Cue the big nasty showing up right behind Grant and Eric, the ringing coming from inside its stomach.
    • Jurassic World:
      • There is a major Oh, Crap! moment when, after Owen, a supervisor and a worker venture into the Indominus rex's paddock after she seemingly disappears from visual and thermal sensors and left claw marks from apparently climbing out and escaping, the program that tracks her implant chip reveals that the Indominus (having discovered her ability to change her coloration and alter her own body temperature, as well as deliberately planted the claw marks) is still in there with the trio.
      • Claire and Owen have one when they come across the maimed corpses of dinosaurs killed, but not eaten, by Indominus. They realize that she's killing them for sport, not for food, so not only is she intelligent, she's sadistic as well.
      • Later in the film, Owen reluctantly agrees with Hoskins to use the Raptor Squad he's been training to track down Indominus. When they get there, all five of the dinosaurs don't immediately attack: instead, they start to communicate, and Owen realizes that the reason they wouldn't tell him what DNA went into engineering Indominus: she's part Velociraptor, and has just convinced the Raptor Squad to switch sides. The result is absolute carnage.
      • The Indominus itself gets one when the Mosasaurus grabs her by the neck and drags her underwater to her death.
  • Kick-Ass:
    • It has an awesome example after the strobe light shootout. The unbelievably confused look on the faces of both Frank and Chris D'Amico is gold. Also counts as Mood Whiplash.
    • 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.
  • 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.
  • In The Killer That Stalked New York, a 1950 film Very Loosely Based on the 1947 New York City smallpox outbreak, several of the medical workers and authority figures have this reaction to the news that there is a smallpox outbreak in New York City. Of special note is Dr. Wood's reaction when he pictures New York City as a Ghost Town as a result of failure to contain the outbreak.
    "We have to stop it! Get to the people first, beat the disease. Vaccinate the whole city!"
  • The classic black comedy Kind Hearts and Coronets (1949) ends with one of the greatest Oh, Crap! moments in cinematic history. Duke Louis d'Ascoyne Mazzini spends the night befoe his execution writing a detailed account of how he murdered most of his family to become duke only to be framed for the suicide of his mistress' husband. At the last moment a suicide note is discovered, and Louis is exonerated. But just as he is walking out of the prison gates, he realizes that he left the account of all his murders on the table in his cell!.
  • Peter Jackson's remake of King Kong (2005):
    • When Anne tries to hide from a giant predator in a tree log, the giant centipedes inside scare her enough that she runs away... only to realize that she's now in the line of sight of a Tyrannosaurus rex descendant.
    • 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.
  • Kingsman: The Secret Service:
    • Merlin's response to seeing Valentine's small army of mercenaries advance towards him with a freaking anti-air missile turret.
    • The bar thugs in the mid-credit scene as they hear Eggsy repeats Harry's Pre Ass Kicking One Liner.
  • Adhemar after he's unhorsed in A Knight's Tale. He gets a stunned look on his face that's partly due to being knocked sensless and then has the Imagine Spot.
    Wat: You have been weighed...
    Roland: You have been measured...
    Kate: And you absolutely...
    Chaucer: have been found wanting
    William: Welcome to the new world. And may God save you if it is right that He should do so
  • 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.
  • 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.
  • The Last Starfighter:
    • "I'll have it all figured out by the time we reach the Frontier..." *alarm sounds* "What's that?" "The Frontier."
    • 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.
  • The Lavender Hill Mob: Holland has difficulty hiding his dismay when his boss at the bank decides to promote him to a desk job right as he is forming his plan to steal one of the gold shipments he travels with.
  • Léon / The Professional:
    • "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.
  • 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.
  • 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 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!"
    • There is also a scene similar to the one in Letters from Iwo Jima with Gert Fröbe as a German soldier bringing breakfast to a post on the Normandy coast, and as he turns around a corner he suddenly sees the Allied invasion fleet. He just has time for a long take, and then the fleet opens fire.
  • Looper: More like Oh, I just remembered I shot myself 30 years ago. All the more priceless.
  • The Lord of the Rings:
    • Despite his entire literal body being a Giant Eye of Doom, Sauron somehow manages this when he realizes his Soul Jar is at the one place it can be unmade, and then when it IS unmade.
    • Bernard Hill as King Théoden does a series of great Oh, Crap! faces in the Lord of the Rings films:
      • In The Two Towers, Théoden asks "Is this all you can conjure, Saruman?", then looks extremely unnerved when the Uruk-Hai answer "no" by blasting a hole in the Deeping Wall.
      • 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. Even before the camera shows them in the distance, all that is shown is the thunder of the Haradrim war drums and a close-up of Théoden's face.
      • Another blink-and-you-miss-it from Hill is when Théoden glances over and recognizes Éowyn beneath her Rohan armor disguise.
      • 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. And then it cuts to Eowyn's look of sheer terror.
    • Before Théoden's Double Take, comes the Double Take of Gothmog, 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. Bonus points for earlier showing, in contrast to other orcs, just how fearless Gothmog was.
    • A somewhat longer moment comes when the newly healed Théoden is out for Grima's blood and Aragorn stops him. You can see Théoden recognize 'Elfstan' the Captain who was in his father's service when he was a boy.
    • 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.
      Corsair Captain: You and which army?
      Aragorn: This army.
    • There's Éowyn's look when she sees the Witch-King's frigging HUGE flail as he squares off against her. She got the last laugh.
    • The Witch-King himself probably would've gotten one, if he actually had a face, when he discovered that his final opponent, Éowyn, wasn't a man.
    • When he discovers the hard way that he's got two foes who are not Men. Both Éowyn... and Merry, who is a Hobbit.
    • 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.
    • In The Fellowship of the Ring, Legolas gets a pretty good Oh, Crap! look in Moria when he realizes there's a Balrog down there. Fans have noted this pretty much the only time where the usually unfazed Legolas has a look of pure terror on his face.
    • 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 Fellowship of the Ring, 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.
  • At the end of The Lost Boys, The Head Vampire as Grandpa commits his act of Car Fu.
  • 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.
  • 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.
  • The second half of M. Especially in the film's most famous shot.
  • Marvel Cinematic Universe:
    • Iron Man:
      • In the very beginning, when Tony's convoy is attacked, he dodges bullets, scrambles to hide behind a rock, and then sees a missile with his name on it land right next him...
      • This moment:
        Tony Stark: How'd you solve the icing problem?
        Obadiah Stane: ...Icing problem? (Cut to inside his helmet to show his face when his HUD disappears)
      • 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.
    • 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, sh--" (falls)
    • In Iron Man 2, Pepper and Tony have an EPIC one when Happy gets taken down during the boxing lesson by "Natalie".
    • Thor: Loki has just managed to convince the Frost Giants to let him, Thor and their friends leave Jotunheim without a fight, but then one of the Frost Giants insults Thor as they leave.
      Frost Giant: Run back home, little princess.
      Loki: Damn.
    • The Nazis have one in Captain America: The First Avenger when, while observing Red Skull's new weaponry, they happen to catch a glimpse of his list of targets and realize HYDRA isn't exactly on their side...
      Nazi Officer: Berlin is on this map!
    • Several moments in The Avengers
      • 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 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 don't see how that is a party.
      • There's suddenly thunder and lightning after Loki is captured by SHIELD.
        Captain America: What's the matter? Scared of a little lightning?
        Loki: I'm not overly fond of what follows...
      • There's also his expression when his big brother actually gets inside the Quinjet to go get him. Though this also could be read as him grateful to see Thor again after such a long time, subverting it somewhat.
      • Tony has a truly epic and hilarious one as, after succeeding getting the Helicarrier rotors working by pushing them, he realizes too late he's in for a rough experience as Captain America has failed to pull his escape lever in time.
        Iron Man: Uh oh.
      • 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 of course Loki's expression shows a minor one when, instead of the "Glowstick" piercing Tony's chest and brainwashing him, it stops dead with a comical "tink!" as it is blocked by the Arc Reactor.
        Loki: ...this usually works.
      • And just after Tony blasts Loki away...
        Iron Man: Right. Army.
      • 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.
        "If it's all the same to you, I think I'll take that drink now."
    • Several in Iron Man 3, though the highlights are:
      • Tony, Pepper and Maya when on TV they see a missile flying towards the Malibu Mansion.
      • Rhodey when he discovers Killian can breathe fire.
      • Eric Savin when Tony puts a hole through him.
    • Numerous examples in Thor: The Dark World, such as Heimdall after taking down one Dark Elf ship only for a dozen more to sail right past him. Thor, Loki and Jane's expression when they fail to destroy the Aether/Reality Stone and it reforms itself. Malekeith, who's usually emotionless, has one moments before his spaceship crushes him.
    • Captain America: The Winter Soldier:
      • Cap gets this when the eponymous assassin catches his thrown shield with his cybernetic arm and hurls it back at him.
      • Jasper Sitwell has this moment when his army of Mooks fail to stop Mr Steve Rogers escaping.
        Jasper Sitwell: There's nowhere you can run, Rogers!
        (Captain America jumps through a window and makes it to the lobby)
        Jasper Sitwell: Are you kidding me?
      • This is the heroes's reaction to Winter Soldier suddenly attacking them on a highway out of nowhere.
      • The Hydra Helicarrier pilots when they realize their guns are aimed at each other.
      • Sam Wilson and Brock Rumlow when they see a falling Helicarrier heading towards them.
    • Guardians of the Galaxy (2014)
      • Quill at the start when Ronan’s mooks show up to get the orb from him.
      • Broker when he learns Ronan is after the orb, and again when Yondu’s arrow is inches from his face.
      • Quill, Gamora, Rocket, Groot and the Collector when they almost get blown up by the Power Stone.
      • Irani Rael Nova Prime leader when the Dark Aster pushes through the blockade and smaller ships start bombing Xander.
      • Ronan the Perpetual Frowner gets two glorious Oh Crap! faces in the Final Battle, first when Rocket rams a ship into his face, and secondly when The Guardians disintegrate him with the Power Stone + The Power of Friendship.
    • Avengers: Age of Ultron Almost too many to name; here are the highlights.
      • Thor has a small one when Cap budges Mjolnir slightly.
      • The reaction from the heroes at learning AI Is A Crap Shoot when the titular antagonist make his debut.
      • Quicksilver goes through this when he tries to grab Mjolnir in slowed time with his Super Speed, only discovering too late that he's unworthy.
      • Tony when he manages to knock out one of the Hulk's teeth but quickly understands this was a bad move.
      • Ultron has a big bug-eyed shocked face when Vision locks him out of the Internet.
    • Hank and Hope’s reaction in Ant-Man when Scott lands in The Avengers base and not the warehouse they were expecting.
    • Captain America: Civil War has many examples, but Bucky Barnes in particular has the best Oh, Crap! expressions (mainly because he is The Stoic), including these two great ones:
      • The first is when, escaping from Ross's kill squad, Bucky is suddenly knocked down by an African King in a Vibranium-catsuit, his face says it all.
      • The second time is during the airport battle when Bucky throws a punch at a spangly dressed teenager only for the kid to catch his previously unbeaten metal fist effortlessly, Bucky is little shocked.
      • Tony has this expression when Brain Washed And Crazy Bucky nearly shoots him and he was only saved by using his wristwatch turned-gauntlet to grab the barrel. The shock of the round going off still rattles Tony badly. Black Widow gets this too, when the Winter Soldier chokes her.
      • When War Machine, Black Widow, and Black Panther get a truck thrown at them. For bonus points, it's not a water truck like Ant-Man thought, it's a tanker truck.
        Rhodey: OH COME ON!
      • This is Team Cap's reaction when a giant yellow beam makes a line in the ground in front of them, signifying Tony has brought the big gun to the battlefield.
      • Vison gets this reaction from Giant-Man when the former headbutts him into a plane.
      • Earlier, Cap and Falcon's reactions to the news that Bucky isn't the only Winter Soldier. If anything, this is an understated reaction considering that despite being their friend, he's having to explain this with his arm shut in a steel press because they weren't sure he wouldn't try to kill them as soon as he woke up.
      • This is Cap and Bucky's reaction when Tony sees that Zemo has the video confirming that Bucky killed Howard and Maria Stark, and are faced with Tony's natural reaction to it.
    • At the very end of Spider-Man: Homecoming, Peter gets a very epic one when Aunt May shouts out "WHAT THE FU--?!" as he's standing there. In his Spider-Man costume. Unmasked. Peter goes from "Oh, yeah, best day ever!" to "Aw, shiiiiiit..." in no time flat.
    • Thor: Ragnarok:
      • Thor returns home to see "Odin" aka Loki lounging around and watching a play instead of doing actual work. When he sees Thor, he chokes on his wine.
        "Odin": Oh shit.
      • Thor upon seeing Mjolnir caught effortlessly by Hela his older sister before she crushes the hammer like a tissue box.
        Thor: It's... not... possible.
        Hela: Darling, you have no idea what's possible. (Hela crushes the hammer)
      • When the Hulk shows up, Thor is ecstatic. Loki, meanwhile, is terrified, no doubt remembering what happened last time they met.
        Loki: I have to get off this planet.
      • But Thor himself gets one as he realizes he can't calm him down, has to fight the Hulk, and gets a glorious one when he successfully pisses Hulk off.
      • Hela herself has this expression when Surtur shows up and she realizes she's shit out of luck, complete with a Big "NO!".
    • Avengers: Infinity War has many - which is completely understandable, since they're up against Thanos.
      • Hulk himself has this face when he realizes Thanos was actually holding back and demolishes him.
      • This is Tony Stark, Dr Strange, Wong and Bruce Banner's expression seeing the Black Order's ship arrive in New York.
      • This is the Guardians of the Galaxy's reaction to the near genocide of the Asgardains.
      • Corvus Glaive and Proxima Midnight go through this when they are overpowered by Cap, Falcon and Black Widow. And again when they both die in Wakanda at the hands of Vision and Scarlet Witch.
      • Ebony Maw smugly believed himself superior to the Earthlings until Tony and Spidey blow him out of his ship, he even has the Stock Scream.
      • Gamora has a tragic one when she realizes Thanos is crying because he has to sacrifice the thing he loves the most to get the Soul Stone, i.e her.
      • This is the reaction from the space-heroes when Thanos brings a goddamn moon down on them.
      • Thor's epic entrance onto the battlefield of Wakanda wielding Stormbreaker gets this reaction from the villains: Proxima Midnight, Obsidian Cull and the Outriders of the Black Order (who start running away). Because The God of Thunder is pissed, and without Thanos backing them up, there's literally nothing on Earth that can stop him.
      • The climax is basically this happening one right after the other as the heroes lose horribly, capped off with the final line of the movie: Steve Rogers quietly saying "Oh God..." after realizing that Thanos has won and it sinks in just how badly they've lost, especially considering that Thanos just used the Infinity Gauntlet to get rid of 50% of the universe's population.
      • On the flip side, Thanos despite his usual stoicism has a multiple Oh Crap! moments. Most notable in the climax of Infinity War when Thor's Stormbreaker powers through the combined beams of all six Infinity Stones and Thanos realises too late that he can’t stop the axe before it strikes him.
    • Avengers: Endgame:
      • When the resurrected heroes of Earth arrive in a Big Damn Heroes to match the Black Order, Thanos's reaction makes it clear that he wasn't expecting this resistance.
      • When Scarlet Witch fights Thanos in single combat, she destroys his weapon and armor. Thanos is so freaked out that he calls an Orbital Bombardment on himself just as a distraction to get away from her. And then there's the look on his face when the bombardment stops against his orders, because the guns are retargeting at Captain Marvel, who proceeds to destroy his ship.
      • Lastly, there's the look on Thanos's face when he realizes he is about to be completely defeated.
        Thanos: I am... inevitable. [snaps his fingers with Gauntlet]
        (Nothing happens; Thanos realizes he doesn't have the Stones, and then Tony reveals he transferred all six Stones to his own fully-functional Nano Gauntlet, to Thanos's utter horror.)
        Tony: And I... am... Iron Man. [Tony snaps his fingers]]
    • In Spider-Man: Far From Home:
      • This is the reaction Peter, his classmates and most of Venice has when Hydro-Man shows up.
      • Peter's face when he realises he unintenionally ordered a Kill Sat on a Jerk Jock Brad.
      • Peter has another silent but effective Oh Crap! when he understands Mysterio is a fake and he just handed him a weapon of mass destruction by giving him E.D.I.T.H.
      • Mysterio himself has one when he sees that Peter and MJ have discovered his secret, first word out of his mouth is "Shit".
      • Spidey gets a mighty last Oh Crap! when Mysterio reveals his identity to the world, he puts both hands on his cheek and his eyes widen to their full size.
    • In Doctor Strange in the Multiverse of Madness:
      • Wong when Strange inform him that the Scarlet Witch is real and she's going to arrive to Kamar-Taj.
      • Strange when the Scarlet Witch managed to escape the Mirror Dimension all by herself.
  • In The Mask, the eponymous character responds to a show of weaponry from the gang of mooks by pulling a double-fisted arsenal of every ranged weapon known to modern man from behind his back. There is a startled Beat, in which one could hear the phrase in question echoing in everyone's mind, followed by a wave of Dramatic Gun Cocks.
    • Subverted. Right after all the mooks run screaming for their lives, the Mask pulls the trigger, and a bunch of red flags pop out of the gun barrels, all saying "BANG!" The hero chuckles in that delightfully demented way of his.
    • 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!"
    • Don't forget the great expression the Mask gives when he spends 30 seconds sealing a door from two cops, turns around, and sees 30 cops with weapons pointed at him.
  • The Martian: The moment when Mindy Park checks the satellite photographs of the Ares 3 outpost on Mars and discovers that one of the rovers isn't where it was parked before the astronauts evacuated ahead of the storm, and that Mark Watney was not killed by windblown debris as everyone had believed up until that point, her reaction gets this trope across in a masterfully-acted feat of pure Facial Dialogue.
  • The Matrix:
    • The lead-up to the lobby shootout. *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!"
    • 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."
    • And there's also Neo's reaction early in the first movie to the fact that the Agents are coming for him.
    Neo: Oh shit.
    Morpheus: Yes.
  • Smith in The Matrix 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..."
  • 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>
  • Men in Black. Only once does Agent K briefly lose his composure, thanks to witnessing the Bug revealing itself.
  • Mercenaries from Hong Kong sees the main villainess, Madam He Ying, sporting a horrified gasp on her (complete with a Vertigo Zoom) right as she gets vaporized via rocket launcher. A well-deserved Karmic Death for one of the worst Manipulative Bitch antagonists ever spawned from Hong Kong cinema.
  • At the end of Michael Clayton, Karen Crowder (Tilda Swinton) has one of these when, just after having promised the eponymous main character (George Clooney) ten million dollars if he'll keep quiet about all the bad stuff she's done in the course of the film, he smiles at her and says "You're so fucked." She suddenly realises that he's almost certainly wearing a wire, and that she's just tried to bribe him to hush up a murder.
    Karen: ... What.
  • Mighty Morphin Power Rangers: The Movie
    • One can't help but smile at the "Oh, no" that Ivan Ooze quietly says as he drifts into the path of a comet.
    • Goldar and Mordant look at each other and go "Uh, oh" after seeing Lord Zedd and Rita Repulsa have returned to full size and are pissed about them going to work for Ooze.
  • Mission: Impossible Film Series:
    • Mission: Impossible (1996): When the mole takes control of the elevator Jack is sitting atop he gets a second to look up in fear at the machinery about to impale and kill him.
    • Mission: Impossible - Ghost Protocol: Ethan has a restrained moment of panic when the adhesive gloves he's using to climb the outside of the Burj Khalifa start failing, with him having to take one off entirely. He has a less restrained moment when the improvised rappel line he's using to get back to the window he came out of isn't long enough and he has to jump.
  • Money Monster:
    • Ron and the security chief both have shocked, alarmed reactions when they look at their TV screens and see the hostage situation going on.
    • Diane Lester is alarmed and temporarily cuts her live feed to the show upon finding out that Kyle blames her boss for his problems and intended to take him hostage before he cancelled his in-person appearance.
  • In Monsters while traveling down river in a boat the engine cuts out. Then it gets dark. Then a large fin slices through the water — subverted when it turns out to be a downed fighter aircraft. Then another Oh Crap moment when giant tentacles yank the aircraft under water again, showing just how easily it can sink the boat. Another example is when the protagonists reach the Great Wall on the US border only to realize that the aliens have already spread far beyond it.
  • Mr. Right: At the end of the movie Francis and Martha are eating at an outdoor restaurant discussing which paleontological dig they want to visit next when the scene switches to the point of view of a sniper looking at them through his rifle scope. He concentrates of Francis who is doing something he can't identify. The latter turns the restaurant tray to face the sniper who then sees that what Francis was doing was writing "where's the girl?" on it. Martha shows up beside him wearing her cat's ears hairband and pointing a suppressed pistol at him."Oh shit!""pfuit."
  • MonsterVerse:
    • Godzilla (2014). Considering it's a Godzilla movie, expect it to be everywhere.
      • One that stands out in particular is the realization by Serizawa and company that the female MUTO has awakened.
      • When the male MUTO sees Godzilla for the first time in Honolulu, he actually looks scared and promptly starts to flee.
      • Ford and Morales' first view of the Nevada MUTO indicates what the viewers were told earlier: she's female. The Oh, Crap! comes from the fact that she's heavily pregnant with thousands of active baby MUTO embryos. A lesser version occurs when they get to San Francisco and she oviposits the eggs in the nest, implying that even if the two are stopped, the world will be overrun with baby MUTOs.
      • The principle moment of this is When the FemMuto is mourning her lost babies...then sees Ford.
    • Kong: Skull Island:
      • Kong makes this face when he sees Weaver fall off a cliff during the battle with Ramarak, because in hindsight, it's his fault that Weaver falls.
      • Randa realises he's about to be eaten by the large Skullcrawler standing behind him.
    • Godzilla: King of the Monsters (2019):
      • When Ghidorah is about to vaporize most of the G-Team with his gravity beams, Master Sergeant Hendricks realizes what's about to happen, his last words being a Curse Cut Short.
      • Rodan, the freaking Fire Demon, visibly freaks when he looks up from pursuing the Argo and senses Ghidorah is straight ahead through the storm, pulling back. It still doesn't stop him from trying to fight Ghidorah off by himself.
      • Madison freezes for a moment and later says "Oh, shit" when she realizes Ghidorah's three heads have found her and are glaring through the glass windows right behind her. She promptly flees seconds away from getting atomized by Ghidorah's gravity beams.
      • Godzilla of all characters has a look on his face that says this when he sees Ghidorah has just chomped down on a power station which is feeding the Psycho Electro the entire Boston power grid.
      • Ghidorah's three heads get a few at the end: the somewhat less aggressive-seeming and more curiosity-driven left head, San/Kevin, is visibly afraid once he and the composed middle head (Ichi) sense the vibrations of Burning Godzilla. Moments later, Ichi seems to become visibly terrified for the first time in response to Burning Godzilla vaporizing both of Ghidorah's side heads. And when Godzilla emerges from the rubble with Ichi's bodiless head in his jaws, if you look closely at Ichi's facial cues, it's clearly he's realizing at the exact same moment as the audience what situation he's in and he's reacting appropriately.
    • Godzilla vs. Kong:
      • Kong has an expression that screams this multiple times during his first encounter with Godzilla, both because he recognizes to some degree how powerful Godzilla is, how disadvantaged he is with nothing but a few boats as footholds, and that Jia will be in great danger during the fight. It's notably the most frightened we've ever seen him look.
      • Maia Simmons has one when her HEAV is grabbed by Hong Kong directly after her pilot shot at Kong when she ordered him to in a blind panic. As Kong squints and glares with one eye in at her, you can see all over her face her realization of how royally fucked she is. Cue her Undignified Death when she's crushed and blown up whilst stringing out a Rapid-Fire "No!".
      • Godzilla ends up with a similar expression as he realizes Mechagodzilla is about to kill him and there's nothing he can do to stop it.
      • Team Kong follow Kong out of the Hollow Earth...and react completely naturally to being right in the middle of the final fight between Godzilla and Kong and having to frantically dodge both of them.
      • Ren Serizawa seems to have one when his psionic uplink to the fully-charged Mechagodzilla malfunctions around him.
      • Played for Laughs as Simmons starts monologuing his motivations to Team Godzilla - as the now Ghidorah-controlled Mechagodzilla activates in the background and starts advancing on them. Madison, Bernie and Josh can only back away from the window in terror as Simmons gradually twigs something is wrong, just before Mechagodzilla swats him into oblivion.
        Simmons: ...oh, shit.
      • In the fight in Hong Kong, Kong is visibly afraid when Godzilla rapidly fires his atomic breath, and all he can do is run.
  • Mortal Kombat: The Movie:
    • Sub-Zero upon seeing a giant icicle coming against him while fighting Liu Kang.
    • Art Lean twice: once stopping his warm-up when he sees Goro and then again upon realizing Goro's about to kill him.
    • Liu Kang sees he sees "his brother" shapeshift into Shang Tsung ad attacks.
    • The heroes at the end when Shao Kahn makes his entrance.
  • 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 practically 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 Mystery Men Casanova Frankenstein is kicking Mr. Furious's ass until the following exchange:
    Furious: "Rage... taking over...
    Frankenstein: "Ya, ya, ya. We've heard all that before."
    Furious: "No, no, no... RAGE... REALLY TAKING OVER..."
    Frankenstein: (Oh, Crap!)
  • In The Nanny Diaries, Mrs. X plays a surveillance tape in the presence of other nanny employers, and has one of these when she sees that the tape contains Annie, the nanny she's just fired and who Mrs. X thought didn't know about the nanny-cam, giving her a "The Reason You Suck" Speech about how Mr. and Mrs. X's parenting skills leave a lot to be desired.
  • 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 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.
  • 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.
  • The look of the Bird-warriors in Night at the Museum: Battle for the Smithsonian when Abraham Lincoln's statue enters the fray.
  • Near the end of Night of the Demon, cult leader Karswell, in a train car, is confronted by Dr. Holden, who had been cursed by Karswell slipping him a parchment of mystic runes. As it's minutes until Holden's doom, Karswell is anxious Holden will try to return the parchment, and avoids accepting a book, pack of matches, and pack of cigarettes from him. As the police intervene, Karswell tries to beat a hasty escape to get minimum safe distance, and in the commotion takes his jacket when Holden hands it to him...and realizes he'd been passed the parchment.
  • Harry Powell, in The Night of the Hunter, upon having a gun pointed at him by Mrs. Hooper.
  • In The Other Woman (2014), Mark goes to see Carly at the law firm where she works; he's ushered into her office by her assistant Lydia, and then has this all over his face when he sees that his (ex-)mistress Carly, his wife Kate and his other mistress Amber are all in there to confront him.
  • 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.
  • Paycheck: Wolfe has a justifiably panicked reaction when the device that shows the future projects an image of himself being killed by an explosion as he tries to run away from that very control panel. Seconds later, that image comes to pass due to Jennings' sabotage.
  • 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 Kiefer Sutherland's awesome voice tells him "Good show, loser." and he's struggling to try and protest...
  • Pig: Amir's face goes slack as Derek’s description of the frightening pig thief makes him think of his father.
  • Piranha 3D: They're the babies.
  • Pirates of the Caribbean:
    Barbossa: I feel... cold.
    • In Pirates of the Caribbean: Dead Man's Chest, when Jack finds himself surrounded by hungry natives, he gives a dry, "Oh, bugger."
      • In the same movie, the Flying Dutchman pulls out the Gatling gun cannons and aims them at the Black Pearl, and Jack goes from elated Davy Jones-mockery to 'oh, not good' very quickly.
        Jack: [quiet voice] Hard to starboard.
      • Likewise, Bootstrap's realizing that he was fighting over control of the mooring line with his son upon the Flying Dutchman.
    • Pirates of the Caribbean: At World's End, when Cutler Beckett realizes that the Black Pearl and Flying Dutchman have teamed up to take down none other than HIM. Cue Villainous BSoD.
    Beckett: It's just... good business.
    • Jack's face when Davy Jones stabs Will should have been the picture for this trope.
    • A minor example, but just watch Jack's expression change during At World's End when Barbossa calls for Captain Teague.
    • 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 Pirates of the Caribbean: On Stranger Tides, after winning a battle with Blackbeard's men, Jack proclaims, "We've taken the ship!". Then Blackbeard emerges from his cabin.
      • 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 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 Point Break (1991), when Johnny realizes Bodhi is the leader of the President Gang - and when Bodhi realizes Johnny is an FBI agent. Also Bodhi in the end scene when Johnny throws the Reagan mask at his feet, saying Missing something, bro?
  • Vincent Vega in Pulp Fiction goes into panic mode upon discovering that Mia Wallace, his boss's wife, has snorted up the very pure heroin he bought and is in the middle of an overdose. He knows that if Mia dies, he's fucked, so he tears through town to reach a friend of his so that he can save her.
  • In Raising Arizona when Leonard Smalls smiles down on the beaten Hi, only to see the grenade pin around Hi's finger.
  • At the end of The Reaping, Katherine has one when she drives off with Loren and tells her from now on it'll be the two of them, and Loren replies it'll be three. What's so Oh, Crap! about that? Well, her crisis of faith has been resolved in her battle to save a little girl (Loren) with God-given powers from a cult that sacrifices second-born children in a bid to create a perfect demon child that will bring them power. Although the good guys win and the cultists are destroyed, the leader had sex with Katherine beforehand. And when Loren tells our heroine she's pregnant - with her second child (former missionary Katherine lost faith when the holy man of a drought-stricken African village she was stationed at encouraged the villagers to sacrifice her husband and daughter) - Katherine realises she's carrying said demon child...
  • Played for laughs as a Running Gag in Repossessed. There are numerous times when Leslie Nielsen's character or once or twice one of the others, goes "ooooooh sh**"
  • Resident Evil:
    • The original Resident Evil movie has its own such moment when the Hive Queen AI locks the strike team in a laser fence trap. The squad leader - codenamed One - quickly stops preparing to avoid the beam once it turns from a single horizontal line into an unavoidable, room-filling lattice.
      One: ...shit.
    • And, 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.
  • Return to Oz has the Nome King immediately go from murderous and Laughing Mad to terrified for his life in the span of half a second the moment he hears a chicken, and it only grows from there when that chicken, hidden in Jack's head when the King was about to eat him, laid an egg right in his mouth. Eggs are deathly poisonous to Nomes, and the King can only spend his last moments in terrified sorrow before falling apart.
  • Revenge (2017): The expression on the faces of Richard, Stan and Dimi says it all when they return to the canyon to dispose of Jen's body and look over the edge of the cliff and discover that the body is no longer there.
  • Roy utters this once in R.I.P.D..
  • 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.
  • RoboCop:
    • RoboCop (1987):
      • Kenny upon realizing that the ED-209 didn't register the gun dropping during the demonstration, right before ED-209 guns him down.
      • Emil, upon realizing that RoboCop was made from one of the cops he and the rest of Boddicker's gang killed.
      • Boddicker himself when Murphy tells him that he doesn't intend to arrest Boddicker anymore.
      • Dick Jones, upon the Old Man firing him after Murphy reveals the nature of Directive 4.
    • RoboCop 2:
      • One of the guys robbing the gun shop at the start of the film slowly turns around with a dawning horrified expression after hearing the door of a police car they'd turned into flaming wreckage opens and a heavy footstep following it, realizing he and his cohorts tried—and failed—to kill Robo.
      • Duffy upon realizing that Cain does intend to kill him.
      • Cain himself does this twice: once when Faxx calls in his death before shutting down his life support equipment and again his monitor does this when RoboCop rips out the box containing his brain and is about to smash it into the ground.
    • RoboCop 3:
  • Rob the Mob: The mobsters on realizing that "The List" has been taken. Then the reporter when he realizes that once the FBI has the list, and will not be protecting the protagonists. (The protagonists themselves never quite have this moment, since they never really understand how much they are in over their heads.)
  • 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 
  • 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.
  • San Andreas has two notable examples: Ray and Emma are driving a motorboat up a tsunami powering towards San Francisco. Just when they think they're about to make it they see a cargo ship foundering on the crest - and sending lots of HUGE containers towards them.
    • Their daughter Blake and English brothers Ben and Ollie head up a tall building in a bid to get out of range of the tsunami; they can't go all the way to the top but they're quite high up. Then Blake sees the wave coming - and her face is pure uncut Oh, Crap! when she realizes that they still aren't high enough....
  • In The Scribbler, psychiatrist Dr. Sinclair (Billy Campbell) has been pursuing "Patient X," a/k/a Veronica, a murderous Split Personality patient who escaped from his care. When Suki (a fellow Split Personality sufferer) see's Veronica's case file, she realises Patient X is actually Alice, a fellow halfway-house resident whose habit of pushing Suki down the stairs is a milder version of her throwing other patients out the window.
  • In Séance on a Wet Afternoon, Phony Psychic Myra Savage and her husband Billy are having a loud argument when they hear the voice of Amanda Clayton, whom they have kidnapped as part of a scheme to make Myra famous as a medium, coming from the top of the stairs. They both get horrified looks as they realise Billy accidentally left her door unlocked when tending to Myra after a fake fainting spell, so now not only does Amanda know she isn't really in a hospital as Myra has been telling her, but she also gets an unobstructed look at Billy's face and can identify him as the driver who abducted her from outside her school.
  • 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.
  • Serenity:
    • 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 how his face changes 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."
  • Played very darkly in Se7en, when Somerset finds out what's in the box.
  • Seven (1979): The look on Sixth Ranger Traitor Mailei's face when Drew tosses her a yellow lei at the end of the film and she knows that the jig is up.
  • In Sherlock Holmes: A Game of Shadows, Sebastian Moran has this sort of reaction when he realizes that John Watson is pointing a large cannon in his direction.
    Moran: That's not fair!
  • The Shawshank Redemption features several in a row on Warden Samuel Norton's part.
  • In Silverado when the sheriff (played by John Cleese) informs the posse that Mal Johnson (Danny Glover) "has hit every bloody thing he's aimed at!" - with a lever action Henry Rifle!
  • One of the best lines in Sin City: "I can only express puzzlement that borders on alarm."
    • In "The Big Fat Kill", when Dwight realizes that Jackie Boy is a cop.
    • 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!!!"
  • 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, especially after the success of The Jazz Singer, the real-life movie that was the first feature-film talkie. Actor Don Lockwood, pianist Cosmo Brown, and producer R.F are seemingly energized by the idea of turning their current production into a talkie, and you can almost hear the gears turning as they imagine the possibilities... and then Lockwood's co-star Lina Lamont 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.
  • Sleeping with the Enemy: Abusive husband Martin has caught up with Laura, the wife he thought dead but who has established a new identity. After delivering a customary beating, he sees Laura grab a gun and a telephone, and sneers that she doesn't have the guts to use either, but she dials 911 (on speed-dial) and says "Police? I just shot a burglar" Martin realises that HE is the burglar; his "Oh Crap" face is priceless.
  • Snatch. has a famous scene where a trio of bumbling wannabe gangsters try to intimidate Bullet Tooth Tony (the most badass Implacable 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.
  • Curiously enough, there's one of these in the reverent film The Song of Bernadette after the novice mistress from hell discovers Bernie is not doing a fake limp but has tuberculosis of the bone, an excruciatingly painful disease. Veteran stage actress Gladys Cooper does one of the most beautiful Oh Craps in film. Actually two... one after another.
  • In SOS Titanic, just before the iceberg strike, we get a close-up of one character's eyes. The camera pans down to his mouth, and then he says, "We've had it."
  • Space Jam:
    • "I found the shorts."
    • Swackhammer gets one when his minions gang up on him.
  • Speed:
    • Keanu Reeves lets out a "Fuck me!" when he finds the sophisticated bomb attached to the bus. The man with the cellphone relays this back to the bomb experts as "Oh darn."
    • Jeff Daniels' expression when he realizes he's been lured into a trap at Payne's house
  • 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.
  • Spider-Man Trilogy:
  • In The Spiderwick Chronicles, Red Cap and the other goblins break into the family's house, and arrive in the kitchen to face an oven about to go off. Red Cap's last words are "Oh sh-" before the oven spews tomato sauce - which is fatal to goblins - all over them.
  • Ra has one at the end of Stargate, when it realises the thing coming through the teleporter is a nuke.
  • The Star Trek films:
    • Star Trek II: The Wrath of Khan:
      Chekov: Botany Bay?... (eyes widen) Botany Bay?! Oh, no! We've got to get out of here, now!
      • Wrath of Khan has a more comedic example during Kirk's inspection of Enterprise's engine room in the Director's Cut: After good-naturedly ribbing Midshipman Preston (Scotty's Nephew), Preston responds that if Kirk can't see Enterprise is the finest ship in the fleet then he's as "blind as a Tiberian bat." Watch the cadet standing to Preston's left: the expression on his face in reaction to what would normally amount to outright insubordination is positively priceless.
        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.
    • 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!
      • Just before that, when Kirk gives the command to self destruct, you can see Scotty and Chekov jump and look at Kirk, realizing he means it.
    • Star Trek IV: The Voyage Home:
      • Kirk's face when he realizes Spock is swimming in the whale tank. Cue disbelief and horror.
      • A truly epic one on the part of the whalers when Kirk orders the Bird-of-Prey decloaked right over their vessel. It's deeply satisfying to see the look on the helmsman's face as he spins the wheel as fast as humanly possible—accompanied by what are probably some truly colorful metaphors in Finnish.
    • Star Trek VI has a couple of good ones:
      • 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.
        Sulu: My... god! Shields! SHIELDS!
      • 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:
      • "Target that explosion and fire!"
    • Star Trek: Generations:
  • When the Enterprise is about to crash on a nearby planet, the until-recently emotionless android Data says what everybody present (including the audience) is thinking: "Oh, shit!"
  • Soran's face right before he gets blown up along with his rocket.
  • From Star Trek: Nemesis, when Shinzon realizes what Picard is up to:
    'HARD TO PORT!!!!'
  • Star Trek (2009):
    • provides a minor, but memorable, example. Kirk and Sulu are well on their way to a ridiculously dangerous mission, for which Sulu volunteered after Kirk asked if anybody had combat training.
      Kirk: So what type of combat training do you have?
      Sulu: Fencing.
      Kirk: [Long, epic Oh, Crap! face]
    • Subverted when the fight actually starts, because it turns out that Sulu brought his sword. And is quite good with it.
    • A particularly heartbreaking example is the look on George Kirk's face when he sees that the autopilot function is offline.
    • At the end of the movie, when Ayel lets Jim repeat what he was trying to say while Ayel was strangling him: "I got your gun." The look on Ayel's face a second later...
    • And when Nero thinks he has Spock behind the 8-ball:
      Nero: [confused] What's he doing?
      [five seconds later]note : FIRE EVERYTHING!!
    • A few moments later...
      Helmsman: Captain, I've picked up another ship!
      Most Wonderful Sound ensues as the Enterprise drops out of warp to open a can of whoop ass on Nero's torpedoes, clearing the road for Spock.
  • Star Trek Into Darkness:
    • Kirk has one when he realizes that the London bombing was a diversion to draw all the top Starfleet brass into one room so Harrison can take them all out at once.
    • Carol Marcus has one when Harrison reminds her that one of the things the Vengeance is designed to do is pursue and destroy enemy ships in warp.
    • Chekov, when ordered to put on a Red Shirt.
    • 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.
  • Star Wars
    • The Phantom Menace:
    • Attack of the Clones:
      • Obi-Wan, upon realizing he's still tied to Jango, whom he just knocked off the landing platform, puts it in true Deadpan Snarker form: "Oh, not good."
    • Revenge of the Sith:
      • Subverted 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 has one when Palpatine orders Anakin to finish him off.
      • Almost every Jedi gives one when Order 66 is executed... and their Clones are brainwashed to turn on them.
    • Rogue One
      • Jyn's face when K-2SO subdues her.
      • Chirrut Imwe when he senses an AT-ACT is creeping on him and the rebels and yells that they have to get outta dodge fast.
      • Orson Krennic has some great ones, like when he's being choked by Vader, seeing the rebels set explosives all over Scarif but his face when he realizes the planet busting super weapon he built is aiming at him is the winner.
      • The poor rebels at the end of the movie who are tasked with delivering the Death Star plans to the Tantive IV only to discover Darth Vader is right behind them, all go through this. There's no space wizards or dashing rouges on their side, ol' Annie Skywalker is pissed and they're are all going to die; honestly it feels more a Slasher Movie than Star Wars.
    • 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!
      • Alec Guinness shows you how it's done with class in one quiet line.
        Obi-Wan. That's no moon. It's a space station.
      • When a group of Stormtroopers show up at Docking Bay 94, while Han is outside putting some finishing touches on the Falcon, his eyes grow wide when he sees them, just before they start shooting.
      • Han chases a handful of Stormtroopers down a hallway on the Death Star, he runs into a platoon. In the special edition, he runs into a company on parade.
      • Averted by Grand Moff Wilhuff Tarkin by not even realizing the Death Star is about to blow up. Admiral Conan Antonio Motti, meanwhile, had a serious Oh, Crap! speech.
    • The Empire Strikes Back:
      • Captain Needa had one when the Falcon vanished from scopes—he regains his composure and sacrifices himself for his crew.
      • 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 build up and then the rushing, panicked background music while the notes of the Imperial March start up slowly and ponderously.
      • The original moment at the end, when the Falcon manages to jump to light-speed, after Admiral Firmus Piett had assured Vader that his men had sabotaged the ship. Piett watches Vader with horror, knowing the price of failure. Made more chilling when Vader doesn't even regard him, instead calmly and quietly leaving the room. Made less chilling by Piett actually surviving and appearing in the sequel.
    • Return of the Jedi:
      • Moff Tiaan Jerjerrod is falling behind on schedule to finish the Second Death Star, despite Emperor Palpatine wanting it done very soon. He tells Darth Vader about it, and that he needs more men. Vader tells Jerjerrod that he'll have the opportunity to tell the Emperor that... when he comes to the Death Star personally.
        Moff Jerjerrod: The Emperor's coming here?
        Darth Vader: That is correct, Commander. And he is most displeased with your apparent lack of progress.
        Moff Jerjerrod: (trying to keep a straight, calm face) ...we shall double our efforts!
        Darth Vader: I hope so, Commander, for your sake. The Emperor is not as forgiving as I am.
      • Leia gets one... when Jabba the Hutt licks his lips.
      • 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... (dawning realization) ...that we're coming? Break off the attack! The shield is still up!
      • "IT'S A TRAP!"
      • 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!
      • Darth Vader has a subdued version via an audible gasp when he realizes he pressed Luke's Relative Button and is coming after him with Unstoppable Rage.
      • Emperor Palpatine reacts in shock and rage (as evidenced by him shooting lightning everywhere) as the redeemed Darth Vader lifts him above his head, looking to hurl him to his death!
      • Commander Gherant has a GLORIOUS one when he sees an A-Wing headed for the bridge of the Executor... right for THEM.
        Commander Gherant: TOO LATE!!!
      • Admiral Piett, who is Gherant's superior, has one as well when he sees the oncoming A-Wing.
    • The Force Awakens:
      • Poe gets two Oh, Crap! moments in the opening scene, first when the First Order show up and he can't escape in his X-Wing, and secondly when the blaster bolt he fires at Kylo Ren freezes in midair along with Poe himself.
      • Rey and Finn when they are being hunted by Tie-Fighters and the ship they were heading towards explodes in front of them.
      • Everybody on the cargo ship Eravana has this expression and reaction when the Rathtar beasts are let loose.
      • Finn has a brilliant Oh Crap! expression when Stormtropper FN-2199 demolishes him and knocks him to the ground. Finn then looks up to see FN-2199 go in for kill. Luckily he is saved by Han Just in Time.
      • Tear Jerker example is poor Han's face when his patricidal son Kylo runs his saber through him, Rey has a Big "NO!" and Chewbacca goes on Unstoppble Rage. Leia sensing it miles away has a more sober but no less powerful expression on her face at loss of her lover.
    • The Last Jedi:
      • A really brief one from Supreme Leader Snoke when he realizes that his Badass Boast is about not the captive Rey, but Snoke himself.
        Snoke: Pathetic child. I cannot be betrayed; I cannot be beaten. I see his mind; I see his every intent. Yes... I see him turning the lightsaber to strike true. And now, foolish child, he ignites it, and KILLS his TRUE ENEMY! (SHZTTTT!!! Cue the Oh, Crap! face.)
      • Hux passes off the Resistance flagship preparing to jump to hyperspace as a diversion. Until he realizes exactly what the flagship is pointing towards.
        Hux: ...FIRE ON THAT CRUISER!!!
      • Kylo has a truly excellent one, as after ordering a barrage of blaster fire on his uncle Luke Skywalker only to see once the dust clears it did nothing. His face at says it all as well the collective Oh, Crap! from the rest of the remaining First Order.
  • The Sting: Doyle Lonnegan insider Harmon calls with the tip "Place it on Lucky Dan" in a race. At Shaw's (Henry Gondorff) gambling place, Lonnegan bets $500,000 on Lucky Dan to win. Lonnegan’s face tells all when Harmon learns what he did and says this:
    Harmon: To win?? I said place!! Place it on Lucky Dan—that horse is gonna run second!!
  • Stripes:
    • 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!"
  • Stroker Ace: A whole picnic area gets one when Torkle's car slides through and into the nearby lake, forcing them to scatter. Torkle gets one moments later when he realizes the picnickers are cops.
  • Suicide Kings:
    • Ira spends quite a while freaking out once he discovers that his friends have kidnapped a mob boss and are keeping the guy captive in his house.
    • The two kidnappers are quite panicky when Lono confronts them.
  • 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.
  • Superman II gives us the Kneel Before Zod moment: Superman emerges from the chamber designed to depower 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.
  • Sweeney Todd: The Demon Barber of Fleet Street: Judge Turpin gets one of these upon learning exactly who the title character is, just before Sweeney takes final and very bloody vengeance upon him.
    • Benjamin Barker?!
    • In addition, Sweeney himself gets one earlier on when Pirelli reveals that he recognizes him from the old days.
  • Taken:
    • The first batch of bad guys 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.
  • Tales from the Hood:
    • The racist Metzger has a nice one when he sees that all the voodoo dolls from the magical painting have gone missing. He then turns around to see hundreds of vengeful puppets staring at him.
    • And the three hoodlums in the framing story, when Mr. Simms finally reveals where they really are..
  • 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.
  • Teenage Mutant Ninja Turtles has Raphael get ambushed by Foot soldiers above April's apartment. After he takes care of them, he asks how they expect to beat him, and a whole lot more of them come out of hiding and surround him. "Good answer" indeed.
  • Teenage Mutant Ninja Turtles (2014):
    • When all four Turtles run through the parking garage and come face to face with hundreds of Foot soldiers.
    • Also when Donatello scans a Foot soldier and discovers they're heavily armed.
      Donatello (high-pitched voice): "Oh my gosh they have guns!"
  • Ten Dead Men: The look on Franklin's face as he looks to where Ryan has just exited, and sees that Ryan has dropped a belt of grenades besides the propane tanks.
  • Terminator:
    • Towards the end of The Terminator, Kyle Reese has just blown up the Terminator's truck, and he, Sarah Connor, and the audience are led to believe that this is the end of the dreaded cyborg. However, just as our heroes collapse into each other's arms in relief, the pile of flaming wreckage behind them starts to move, and the Terminator, now a skinless metal endoskeleton, rises from the ashes. The look on Kyle's face says it all.
      • Earlier in the film, Sarah has this when she realizes two other Sarah Connors have been murdered and later when sees the Terminator get up after Kyle had blasted it with a shotgun over ten times, revealing the one hunting her is not truly human.
    • 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-800 just fired into its chest explodes; this grenade ultimately causes its death.
      • Sarah Connor gets an incredible "Oh crap" moment when she first meets T-800 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 the 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.
  • In the John Ford film, They Were Expendable, there was a scene in which the crew of one of the PT Boats discovers that they didn't properly tie off at the dock and were now floating in the middle of the harbor. The captain, played by John Wayne, sees this from shore, and dives into the water to swim out to the boat, a sight that causes the senior chief to exclaim "Fire in the paint locker!"note 
  • 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."
  • Titanic (1997):
    • From both Captain Smith and Mr. Ismay:
      Mr. Andrews: The pumps will buy you time, but minutes only. From this moment on, no matter what we do, Titanic will founder.
      Mr. Ismay: (aghast) But this ship can't sink!
      Mr. Andrews: She's made of iron, sir. I assure you, she can. And she will. It is a mathematical certainty.
      Captain Smith: How much time?
      Mr. Andrews: (looks at the blueprints, counts) An hour...two at most.
      Captain Smith: And how many onboard, Mr. Murdoch?
      First Officer Murdoch: 2,200 souls onboard, sir.
      Captain Smith: Well, I believe you may get your headlines, Mr. Ismay.
    • 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  witnessing the water rise within the ship as it is sinking.
  • 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.)
    Holliday: "'Play for blood,' remember?"
    Ringo: "Oh that. I was just foolin' about."
    Holliday: "I wasn't."
    Ringo: o___o
  • Top Gun: Holy shit, it's Viper!
    • During the opening minutes of the final dogfight scene, Slider (Iceman's copilot) has one when the number of enemy planes on his radar goes from 2 to 4 (a trick they showed early in the film), and another when it jumps again:
    Slider: WRONG! FIVE!
    • Merlin has one in this same fight when Maverick reveals his strategy for dealing with the bogey on their tail:
    Maverick: I'm bringing him in closer, Merlin.
    Merlin: You're gonna do WHAT!?
  • Trading Places:
    • Billy Ray when a crazed and vengeful Louis points a gun at him.
      Billy Ray: (talking into the phone) Security- (Louis flashes a piece) Merry Christmas (hangs up).
    • The Dukes get one when Billy Ray and Louis put their plan into motion.
      Mortimer: That's not right. How can the price be going down?
      (Mortimer sees Louis and Billy Ray in the trading pit)
      Mortimer: What are they doing here?
      Randolph: They're selling, Mortimer!
      Mortimer: Well, that's ridiculous! Unless that crop report...
      Randolph: God help us!
  • 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.
  • 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.
  • In TRON:
    • Clu note  Screams Like a Little Girl when he's about to crash his tank into a Recognizer.
    • Alan Bradley's Establishing Character Moment? Walking into Dillinger's office, and remarking that, why yes, Tron will run independently. Yes, he filed all of the correct paperwork to cover his ass and is on good terms with Dillinger's boss. And yes, it can shut down Master Control. Will that be a problem? Dillinger and Master Control share the reaction as soon as Alan is hustled out of the office.
    • Dillinger has another one of these when he realizes that Master Control is "bored with corporations," and plans to take control of both the Pentagon and the Kremlin.
    • Bit manages to get this across when Flynn loses control of the Recognizer he's driving, despite its vocabulary being limited to two words.
      Bit: No no no no no no!
    • A Downplayed one from Dillinger at the end when Master Control fails to respond, and his desk monitor pulls up a readout proving he stole Flynn's games.
  • True Lies:
    • 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 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.
  • 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.
  • The terrorists of United 93 earn a well-deserved Oh, Crap! when one of their number is Zerg Rushed by the passengers.
  • Universal Soldier: The Return: Romeo pursues Deveraux by jumping off a building after him, expecting to safely land on a pile of confetti on the back of a truck. However, Deveraux moves the truck before Romeo can land.
    Romeo: Oh, shit!
  • The Untouchables: A barber accidentally cuts Al Capone while shaving him in an interview and pulls a genuine scared face because the gangster is well known for his tremendous Hair-Trigger Temper... Capone pardons him but imagine the situation if the barber was shaving him with no press around. Or worse. What happened to the poor man after the interview.
  • In Van Helsing, when Mr. Hyde is falling to his death from the cathedral, he reverts to Dr. Jekyll in midair, who has long enough to realize what's happening before he hits the ground. Classic bug-eyed Oh, Crap! moment.
  • 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.
  • Wanted: Main villain Sloan has a hilarious one at the end, the moment he notices he's standing on a target.
  • The Warriors has several:
    • Every gang member at the conclave gets two very quickly, first when Cyrus gets shot, and then when New York's Finest turn on their spotlights.
    • Fox has just witnessed Luther, leader of the Rogues commit the shooting above. He gets a classic Oh, Crap! expression when the shooter realizes he's been seen, and takes dead aim at the unarmed Warrior. Fortunately for Fox, the lights above blind the assassin just long enough for him to escape.
    • Swan, Snow, Cowboy and Ajax have just been chased out of the subway by the Transit Police (due to the quirky laws of The Big Rotten Apple at the time, the cops can't follow them). They think they're OK... then they look around to see they're outnumbered at least 2-to-1 by the Baseball Furies. Even the maniacally combative Ajax reacts:
    Swan: I think we'd better take off.
    Ajax: Yeah, right!
    • Finally, The Warriors and the Rogues are facing off on a Coney Island beach, when they hear "Riffs!" "YEAH RIGHT!" And the largest gang in the city descends upon them.
    Swan: You still looking for us?
    Riffs Leader: We found what we're looking for.
    • Cue MAJOR (but short-lived) Oh, Crap! from every Rogue on the beach....
  • 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.
  • Westworld:
    John: I'm shot!
    Peter: What?
    John: I'm shot! (falls to the ground, dead)
    Peter: (looking at the Gunslinger robot) Oh, my God.
  • The black comedy What a Way to Go! has a couple: Rod Anderson Jr. realizes he's been trying to drunkenly "milk" a bull, and a truly epic one from movie star Pinky Benson when he sees a crazed horde of his fans stampeding towards him.
  • 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 weasels when they see they're about to crash head-on into the police on motorcycles, causing the three front drivers to do an Eye Take that fills the windshield.
  • 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.
  • Dr. Hoenneger in The Wolfman (2010), upon discovering that Lawrence's lycanthropy is not a delusion.
  • Wolves: Wild Joe, when he realises he's standing on a bomb. And Cayden just lit the fuse.
  • X-Men Film Series:
    • X-Men: Senator Kelly freaks out when his assistant Henry Guyrich turns into Mystique.
    • X2: X-Men United:
      • "I used to think you were one of a kind, Wolverine. I was wrong."
      Wolverine: (as Deathstrike whips out her claws) Holy shit.
      • Followed by another one a second later, as he realizes Deathstrike also shares his Healing Factor.
      • Magneto and Mystique have the smiles wiped right off their faces when Rogue, furious at their teasing about the white stripes in her hair (which they are directly responsible for), gives them a Death Glare as she starts to pull off a glove.
    • X-Men Origins: Wolverine:
      • Wolverine has one during his climactic fight against Deadpool when it's revealed that Deadpool has teleporting powers.
      • Zero sports an epic one when he tries to shoot a bullet into Logan's head to (temporarily) take him out—which would have worked if he had normal human bones—just to bounce off his now indestructible skull, and Logan just growls.
    • X-Men: First Class:
      • The faces of the Nazis in Argentina when Erik reveals his numbered tattoo.
      • Charles' expression when he accidentally outs Hank as a mutant.
      • Frequently by humans when they see mutant powers in action.
      • Everyone on the Submarine has this reaction when Magneto raises it out of the ocean.
      • The look on Shaw's face when he realizes that Magneto isn't going to join him right after letting his guard down.
      • For any audience member who knows what made it famous, the moment when the last line in Charles's 'please don't kill those people' speech to Erik is "they were just following orders."
      • Erik's expression when he deflects a bullet right into Charles' spine.
    • The Wolverine:
      • Not said, but it's clearly written on Harada's face when he sees Wolverine's regained his healing powers.
      • In The Stinger when Logan sees everything metal start to vibrate.
    • X-Men: Days of Future Past:
      • Hank is very alarmed when Magneto points a gun in Mystique's direction, with Charles standing directly in the line of fire.
      • Beast panics when he notices how many people are staring at his blue, furry form after his brawl with Magneto.
      • Past Charles has a moment of terror when he realizes that a very large piece of falling debris will crush him to death unless he gets out of its way.
    • X-Men: Apocalypse:
      • This is Nightcrawler's reaction when he's unceremoniously dumped into a cage match surrounded by a large crowd of humans who are hollering for mutant blood to be spilled.
      • Charles and Jean share this expression when they both experience her visions of a global catastrophe.
      • One of the workers at the steel mill takes a hard gulp when a vengeful Magneto shows up at the factory after escaping from the authorities.
      • Moira is more than a little startled when Xavier activates Cerebro.
      • Professor X utters "Oh my god" after Apocalypse hijacks Cerebro.
      • Apocalypse creepily tells Xavier, "I'm here for you, Charles," which freaks out the telepath.
      • Charles' irises and pupils go pitch black while using Cerebro as he proclaims in both awe and fear, "I've never felt power like this before."
      • Scott panics when he realizes that there's nothing left of the mansion but rubble.
      • Mystique's reaction when the leader of the supposed rescue team after the school blows up turns out to be Stryker.
      • The default expression of any soldier when he's face-to-face with a brainwashed Wolverine.
      • Storm is very frightened when she's about to be crushed by a car.
      • Professor X is understandably scared out of his mind throughout the Grand Theft Me procedure.
      • This is written all over Archangel's face seconds before the jet smashes into the ground.
      • After being rescued by the X-Men, Charles tries to rest and recover from his trauma, but his head snaps back upright in horror when he hears En Sabah Nur roar out his name.
      • Quicksilver knows he's in deep trouble when Apocalypse traps his foot inside the ground, which prevents Peter from using his Super Speed. It gets worse when Apocalypse twists his arm, breaks his leg and then exposes his neck to Psylocke's katana.
      • Xavier is already very alarmed when he can detect through his telepathy that Quicksilver has been seriously injured by Apocalypse, but Charles breaks down when Raven is being slowly strangled to death.
      • Mystique's terror when Apocalypse suddenly grabs her neck and begins choking her.
      • During a psychic battle, Xavier tries to punch Apocalypse, who easily blocks him; the latter then alters his body so that he's gigantic, and he easily crushes his now smaller opponent.
      • Near the end, Apocalypse is barely holding off the combined attacks of Cyclops, Magneto, and Storm, while mentally battling with Xavier. Then, Jean Grey enters the battle, and unleashes the full power of the Phoenix...
    • Logan:
      • The thugs at the start when they realize they've pissed off the wrong limo driver.
      • Caliban despite wearing a mask manages this when Transigen show up, ditto for Logan and Charles.
      • Donald Pierce is such a Smug Snake that it's extra hilarious from him, as when X-23 drops the head she severed and starts walking towards drawing her claws.
      • The mook who has his drawn on Xavier but is frozen and cannot move as Logan (unaffected) moves over to him and puts his claws through him.
      • This is the general reaction from the heroes when X-24 shows up kills poor Charles along with the nice Munson family, Logan is especially stricken.
      • Pierce and another mook goes through this again as Caliban unpins some grenades.
      Caliban: Beware the light.
      • Some Freeze-Frame Bonus (1:52) when Dr Rice explains to Logan how he rendered mutant kind extinct, only to notice has Logan pulled a gun on him, split seconds before he gets blows him away in the equivalent of a non-verbal Shut Up, Hannibal!.
      • X-24 has this expression when Logan traps him by the neck with the humvee door, it's completely animalistic because that's really what X-24 really is just an animal.
  • 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.

Alternative Title(s): Film