Films With the Best Dialogue

Great film dialogue doesn’t sound like people talking.

It sounds like the best possible version of people talking: compressed, purposeful, revealing character and advancing conflict at once, with the quality of words chosen under pressure. Every line is doing at least two things at once. The scene that exists only to convey information is a memo delivered out loud.

Each entry identifies the technique at work, what kind of dialogue achievement it represents and what writers can steal from it for their own work.

Nothing bores me faster than characters explaining the plot to each other. Five minutes of that and I’ve checked out. The films on this list do the reverse. Every line costs somebody something, and I listen the way I’d listen to an argument at the next table, afraid to miss a word. Anybody who thinks dialogue exists to deliver exposition should sit through any three of these back to back.

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1. Glengarry Glen Ross (1992)

“Coffee is for closers.”

Mamet’s screenplay, adapted from his own Pulitzer-winning play, is the definitive example of dialogue as action. Every conversation in the film is a transaction: men selling to each other, manipulating each other, trying to extract what they need from people who have nothing to give. The dialogue’s rhythm (the interruptions, the repetitions, the way characters talk past and through each other, the sound of men who are always pitching even when they’re talking to friends) is the concentrated essence of how desperate people use language as a tool.

Alec Baldwin’s Blake (added for the film, absent from the stage play) delivers one of cinema’s great monologues in eight minutes: a sustained, escalating assault that contains everything the film is about. “First prize is a Cadillac Eldorado. Second prize is a set of steak knives. Third prize is you’re fired.” The speech is so complete that the film that follows it’s the working-out of everything Blake put on the table.

Blake’s speech makes me flinch, and I’d call it the best eight minutes of screen dialogue I know. Mamet knew desperate men keep selling even when they’re talking to their friends, and every line here is somebody trying to close somebody. The ugliness of it is the most honest portrait of a working life I’ve seen on a screen.

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2. Network (1976)

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“I’m as mad as hell, and I’m not going to take this anymore!”

Paddy Chayefsky wrote Network in 1976 as a satire of television news and produced something that kept becoming more accurate as the decades passed. Howard Beale’s on-air breakdown, “I’m as mad as hell and I’m not going to take it anymore”, became a cultural shorthand for generalized outrage before anyone fully understood what it was shorthand for.

The Arthur Jensen boardroom speech (“You’re an old man who thinks in terms of nations and peoples”) is the film’s actual thesis delivered by a character who’s entirely right about how the world works and entirely wrong about whether that’s acceptable.

Chayefsky’s dialogue works at a pitch of sustained rhetorical intensity that no naturalistic writer could sustain. These are speeches, not conversations, and they work because the urgency of what the film is saying justifies the pitch. When the subject is large enough, rhetoric is the suitable tone.

I’d put Chayefsky’s speeches up against anything written for the screen. People call the style overheated, and they’ve missed what he was doing. He wrote at the volume the subject demanded, and Beale’s breakdown still rattles me. Too many modern scripts are terrified of a character who talks in full paragraphs. This one dares you to keep up.

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3. All About Eve (1950)

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“Fasten your seatbelts. It’s going to be a bumpy night.”

Mankiewicz wrote the screenplay in two weeks and produced what may be the most quotable script in American cinema, a film in which almost every line works as an epigram and almost every epigram is also a tactical move in the film’s complex social warfare.

Addison DeWitt’s narration establishes the tone immediately: supremely intelligent, completely unsentimental, operating where brilliance is both currency and weapon. Margo Channing’s “Fasten your seatbelts” announces a character who delivers her observations as performances. She’s always playing to the room even when the room is herself.

The dialogue’s specific achievement is that the wit is never decorative. Every sharp line is also a reveal of character, an advance in the power struggle, a signal about who knows what. George Sanders’s Addison DeWitt is the film’s most complete dialogue achievement: a man whose every sentence is designed to show his superiority while appearing to simply be observing.

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4. The Social Network (2010)

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“You have part of my attention. You have the minimum amount.”

Sorkin’s screenplay opens with four minutes of dialogue that moves faster than the audience can fully process. And this is deliberate. The speed is Zuckerberg’s speed. The audience experiences the conversation from Erica Albright’s perspective: she’s keeping up, just barely, and she’s losing ground. Sorkin’s specific achievement is using the pace of dialogue as a characterization technique: how fast someone talks, how much they expect you to keep up, how little patience they have for the time it takes to be understood: all of this is character before a word of content is registered.

The deposition scenes, framing device for the entire film, show a different dialogue achievement: the same events described by different parties with different interests, each account revealing as much about the speaker as about the events. Sorkin understands that the most interesting thing about testimony isn’t what it says about the past but what it reveals about the person giving it.

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5. Pulp Fiction (1994)

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“Royale with Cheese.”

Tarantino’s dialogue is built from digressions that appear to be tangents and are the story. The conversation about foot massages is the establishment of the relationship between Vincent and Jules, their relative positions in Marsellus’s world, the quality of their friendship. The Royale with Cheese conversation isn’t filler, it establishes who Vincent is and how he relates to the world. Every tangent is characterization. Nothing is waste.

Samuel L. Jackson’s Jules Winnfield contains the film’s most famous dialogue set piece, the Ezekiel 25:17 speech, which works because of what Jules does with it: he uses it as a performance, a ritual, a preparation for violence, and then, after surviving what he calls a miracle, he decides it means something else. The same words mean different things before and after the miracle because Jules means different things before and after it. The dialogue is the character transformation.

I could listen to Vincent and Jules argue about foot massages all day. Tarantino gets mocked for letting his characters ramble, and the mockery misses how much those rambles tell you. Jules’s second pass at Ezekiel is the moment the whole film turns for me, and he does it without changing a word of the speech.

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6. Before Sunrise (1995)

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“Isn’t everything we do in life a way to be loved a little more?”

Linklater and Kim Krizan’s screenplay is a film about two people talking for one night in Vienna, and the dialogue is the film.

There’s no plot beyond the conversation, no conflict beyond the approaching morning that will separate them, no dramatic structure beyond the natural rhythm of two people discovering each other through talk. The achievement is making intellectual and romantic conversation at once. Jesse and Céline are falling in love through the ideas they find in each other, not through any conventional romantic mechanism.

The quality of the dialogue (the way ideas arrive half-formed and the other person completes them, the way tangents become confessions, the way the conversation keeps circling back to the question of what this night means and whether one night can mean anything permanent) is the most accurate rendering of the experience of a conversation that’s also a relationship forming in real time. The sequel Before Sunset is its equal.

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7. Good Will Hunting (1997)

“It’s not your fault.”

The park bench scene between Sean and Will is one of cinema’s great dialogue achievements because of what happens to Will when Sean refuses to be impressed or intimidated by his performance. Will enters every conversation as a performance, he deploys intelligence as a weapon to prevent real engagement, and Sean is the first person who sees the performance for what it is and simply waits for it to end. The “it’s not your fault” repetition isn’t a technique.

It’s Sean refusing to let Will deflect into wit. The silence between the repetitions is the scene.

The screenplay also contains the bar scene (Will humiliating a Harvard student who’s trying to impress Skylar) which is the best demonstration in cinema of intelligence used as aggression: every line Will speaks is technically correct and tactically designed to destroy. The scene reveals everything about Will before the film has explicitly told the audience anything.

The bar scene gets the applause. The quiet scenes with Sean are the ones I’d hand to any writer who thinks a clever character has to win every exchange. Sean wins by refusing to play, and the moment Will realizes nobody’s buying the act anymore moves me more than any comeback in the film.

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8. The Silence of the Lambs (1991)

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“You want to know what I am. I want to know what you are.”

Every scene between Lecter and Clarice is a negotiation in which both characters are extracting information and revealing something about themselves. Lecter reads Clarice (her accent, her shoes, her watch) and she allows it because his reading is the price of his help. Clarice reveals her history (the lambs, her father) and he allows it because her history is what interests him.

The dialogue has the feel of two people taking turns being vulnerable as a form of currency exchange, and the exchange is real on both sides even though one of them is a murderer behind glass.

The achievement is that Lecter’s help is real. He could simply torment her and withhold the useful information. He chooses to help because she’s given him something he values, real engagement from someone who’s not afraid of him. The dialogue justifies the help because the vulnerability that precedes it is genuine.

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9. Who’s Afraid of Virginia Woolf? (1966)

“I am the Earth Mother, and you are all flops.”

Albee’s play, filmed by Mike Nichols with Elizabeth Taylor and Richard Burton at the peak of their turbulent marriage, is two hours of two people dismantling each other in front of witnesses. The dialogue is the most sustained example of intimate cruelty in American drama: George and Martha know each other’s every wound with the precision that only decades of marriage can develop, and they use that knowledge with surgical accuracy.

Each line is designed to land in a specific place. Each escalation is intentional. The violence is entirely verbal and entirely real.

The film’s quality comes from the play’s dialogue: it sounds improvised because it’s the rhythm of real rage and real wit in collision, and it’s in fact carefully constructed to produce exactly that quality. Albee’s dialogue is the hardest to imitate because the apparent spontaneity requires the most precise planning.

This film exhausts me. George and Martha are cruel with a skill I’d admire in any other setting, and I can’t look away while they use it on each other. It’s the hardest dialogue on this list to sit through, and I wouldn’t cut a line of it.

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10. In the Loop (2009)

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“Climb the mountain of conflict? You sounded like a Nazi Julie Andrews.”

Armando Iannucci’s film about the political machinations leading to a Middle Eastern war is the most inventively profane screenplay in the English language. Peter Capaldi’s Malcolm Tucker delivers insults like a man who has weaponized language into something between assault and performance art. The profanity is the precision instrument of a man who uses words the way a surgeon uses a scalpel, and the combinations Tucker assembles (“omnishambles,” “difficult difficult lemon difficult,” the extended Nazi Julie Andrews) are original enough to constitute a distinct comedic dialect.

Its deeper achievement is using the comedy to make a serious argument about how political decisions are made: not through careful deliberation but through the chaos of competing egos, misread intentions, and the terror of appearing weak. The comedy is the argument’s delivery mechanism.

Malcolm Tucker makes me laugh harder than anyone on this list, and I feel slightly guilty about that given what the film is about. The swearing is a performance of pure contempt, so inventive that it stops registering as swearing. My one reservation is that the pace can bury a line before you’ve finished laughing at the last one.

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11. The Big Lebowski (1998)

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“This aggression will not stand, man.”

The Coens’ dialogue in Lebowski works in a tone of studied inconsequence, men who apply the vocabulary and intensity of serious discourse to subjects that are entirely trivial. Walter Sobchak treats bowling rules with the same moral seriousness he applies to Vietnam, which is both the film’s primary comedy and its characterization technique: a man whose scale of importance is so badly calibrated that his greatest intensity is reserved for the wrong things.

The Dude’s specific quality of verbal resistance (“man,” “dude,” “the rug really tied the room together”) is a philosophy of non-engagement delivered through language.

The Coens’ dialogue is infinitely quotable because they understood that quotability comes from specificity, phrases that are so wrong for their context that they become immediately recognizable in their wrongness. Walter’s “this isn’t ‘Nam, there are rules” applies to a bowling match. The mismatch between the seriousness of the statement and the triviality of the context is the comedy, deployed in miniature across hundreds of lines.

I enjoy spending time with these three more than I enjoy the plot they’re stuck in. The story wanders, and by the end I’m not sure the Coens care about it either. The talk saves it anyway. Walter treating a bowling rule like a matter of national honor is enough to keep me in my chair, even when I’ve stopped following the mystery.

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12. Heat (1995)

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“I do what I do best. I take scores. You do what you do best, trying to stop guys like me.”

The coffee shop scene between McCauley and Hanna (two men who are going to try to kill each other sitting across a table having a civil conversation) is one of cinema’s great dialogue scenes because it’s the only honest conversation in the film. Every other conversation in Heat involves performance, concealment, or misdirection. These two men speak directly to each other because they’re the only people the other has met who doesn’t need to be managed.

Two professionals recognizing each other as peers produce a conversation that’s both adversarial and intimate.

Mann keeps the dialogue spare (he doesn’t write elaborately) but every line is essential. “I do what I do best” is the film’s thesis in six words: both men are defined entirely by their function, and their function is in direct opposition. The conversation is the acknowledgment of that opposition by the two people most qualified to acknowledge it.

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13. Sunset Boulevard (1950)

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“I am big. It’s the pictures that got small.”

Billy Wilder and Charles Brackett’s screenplay contains the greatest single line in the history of Hollywood movies, “I’m big. It’s the pictures that got small”, and that line is so perfectly constructed that it does three things at the same time: it characterizes Norma Desmond completely, it diagnoses the Hollywood system, and it’s funny and heartbreaking in the same breath.

Wilder’s gift is the line that appears to be a bon mot and is the scene’s emotional core delivered as wit, so the audience laughs and then realizes what they laughed at.

Joe Gillis’s voiceover narration, delivered from beyond death, is the film’s formal achievement: a dead man whose voice maintains the tone of a man who understands exactly how he ended up in the pool, whose rueful wit the fact of his death doesn’t change. The narration is the best expression of the unreliable-yet-self-aware narrator in American cinema.

Norma’s line makes me laugh and then makes me sad, in that order, and Wilder knew exactly which order he wanted. A dead man narrating his own story with a shrug is about as bold as screenwriting gets. Every writer who’s been told voiceover is lazy should see this before believing it.

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14. Inglourious Basterds (2009)

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“That’s a bingo!”

Tarantino’s film contains the tavern scene, twenty-five minutes of dialogue in which everything depends on nobody saying what everyone knows, a scene so perfectly sustained in tension that it’s become the benchmark for extended dialogue suspense.

Hans Landa’s conversation with Shosanna at the restaurant (all milk and strudel and the menace of a man who knows everything and is choosing what to reveal and when) is the film’s greatest individual dialogue achievement: a scene in which the terror is entirely in what isn’t said and the timing of when it might be said.

Waltz’s Landa is the film’s central dialogue achievement, a character for whom conversation is performance and performance is domination, who signals his complete knowledge through the quality of his attention, not through statement, who terrifies because he speaks so beautifully and precisely that every beautiful, precise sentence is also a demonstration of how completely he controls the situation.

Landa’s restaurant scene makes me more tense than any shootout in the film. Waltz makes every pleasant sentence feel like a hand on the back of your neck. If I had one complaint, it’s that the other characters rarely get dialogue that sharp, and you notice when he leaves the room.

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15. 12 Angry Men (1957) and 12 Angry Men (1997)

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“It’s always difficult to keep personal prejudice out of a thing like this.”

Reginald Rose’s play shows that argument (pure, procedural argument about evidence and inference) is sufficient dramatic material for ninety minutes of strong cinema, provided the argument is also a revelation of character. One room. No location changes. No action sequences. Twelve people talking. Either the dialogue holds up the entire film or the film dies. In both versions it does.

Sidney Lumet’s 1957 original with Henry Fonda is the formal benchmark, twelve voices immediately distinguishable without visual identification, each juror’s position on the case a direct expression of their psychology. The all-white male jury is a product of its era and the film depends on it: the prejudice Juror 10 expresses hits harder in a room with no one for it to hit visibly. Lee J. Cobb’s Juror 3 (the last holdout, the man whose refusal to vote not guilty is displaced rage at his own son) is one of cinema’s great breakdown performances.

William Friedkin’s 1997 Showtime remake (same title, same script, different world) assembled among the most unusual casts in television history: Jack Lemmon in the Fonda role, George C. Scott as Juror 3, James Gandolfini two years before The Sopranos, Ossie Davis, Tony Danza, Armin Mueller-Stahl, and Edward James Olmos. Scott’s Juror 3 breakdown is the remake’s central achievement, a different and equally devastating performance of the same material. The remake is more diverse in casting. That changes the dynamics of the prejudice scenes without changing the argument.

Both versions are essential. The 1997 is the same argument made by different people at a different moment.

I enjoy both versions and admire how well the script survives a new cast. My reservation is that the tidiness shows. The jurors turn one after another almost on schedule, and the machinery of the argument is visible in a way the best films on this list manage to hide. It’s a terrific piece of craft that I respect more than I feel.

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16. Broadcast News (1987)

“Wouldn’t this be a great world if insecurity and desperation made us more attractive?”

James L. Brooks’s screenplay is the most acute account of how professional people talk: how people who are very good at their jobs use professional competence as both attraction and defense. Aaron Altman’s declaration to Jane, the most painfully honest declaration of unrequited love in American romantic comedy, is delivered by a man who has spent his career in words and can’t make the words do what he needs them to do.

The tragedy is that Aaron can articulate exactly what’s wrong with the situation and can’t change it with the articulation.

The film builds its dialogue on people who are professionally articulate being personally inarticulate. The gap between what they can say about other subjects and what they can say about each other is the film’s central dramatic tension. Jane and Tom conduct their relationship entirely in professional shorthand. Jane and Aaron conduct theirs in a language that’s completely honest and completely insufficient.

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17. My Dinner with Andre (1981)

“We’re all bored. But has it ever occurred to you that the process that creates this boredom that we see in the world now may very well be a self-perpetuating unconscious form of brainwashing?”

Malle’s film is two men talking at a restaurant table for 110 minutes and is the most complete demonstration that pure conversation (without action, without visual variety, without anything beyond two people arguing about how to live) is sufficient for great cinema if the conversation is interesting and contested. Andre Gregory’s mystical experiences of the world are met by Wally Shawn’s pragmatic, pleasures-of-the-ordinary worldview, and neither is the film’s correct answer.

What the film achieves is that both positions are argued with real intelligence and real conviction. That means the audience can’t settle into one as the correct one. The conversation ends without resolution because contested questions don’t resolve. Wally and Andre leave having understood each other more completely and having changed each other’s positions not at all.

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18. The Philadelphia Story (1940)

“You’re lit from within, Tracy. You’ve got fires banked down in you, hearth-fires and holocausts.”

Donald Ogden Stewart’s screenplay, adapted from Philip Barry’s play, is the screwball comedy’s high-water mark for the combination of speed, wit, and emotional honesty that defines the form at its best. The dialogue moves at a pace that requires the audience to keep up while delivering real emotional weight in the pauses between the wit. Cary Grant, Katharine Hepburn, and James Stewart are each operating in a different comedic tone at the same time, and the collision of those tones is the film’s specific pleasure.

Mike Connor and Tracy Lord’s late dialogue scene is the film’s real achievement, the conversation that makes Tracy understand herself in a way she couldn’t without Mike’s honest, slightly drunk observation. The scene is the film’s emotional core delivered inside a comedy, the screwball’s formal challenge: the comedy can’t be a defense against the emotion. It must be the vehicle for it.

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19. The Lion in Winter (1968)

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“Every family has its ups and downs.”

James Goldman’s screenplay (Henry II and Eleanor of Aquitaine spending Christmas arguing about who gets the throne) is the most sustained example of political dialogue as family drama in American cinema. Every conversation between Henry and Eleanor works on three levels: the political negotiation about succession, the personal negotiation about a marriage that’s also a war, and the mutual acknowledgment that they’re the only people in each other’s world who are fully equal.

“I could peel you like a pear and God himself would call it justice” is a threat and a love declaration in the same sentence.

O’Toole and Hepburn give the dialogue its force, two actors of extraordinary ability playing two historical figures of extraordinary intelligence, each fully aware that the other is the most dangerous person in the room, each fully invested in the outcome, each finding the other delightful even while attempting to destroy each other.

Hepburn and O’Toole look like they’re having the time of their lives trying to destroy each other, and I enjoy every exchange. The pear line is my pick for the best threat ever dressed up as a compliment. I’d sit through a dozen modern prestige dramas to find a single exchange this sharp.

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20. Margin Call (2011)

“Be first, be smarter, or cheat.”

J.C. Chandor’s debut film (a fictional account of a financial firm discovering it’s insolvent and deciding what to do about it over one night) is the best example of technical dialogue done right: conversations conducted in the language of financial instruments and risk analysis that are at the same time fully comprehensible to the non-specialist because the human stakes are always visible alongside the numbers.

John Tuld’s “explain it to me as if I were a child, or a golden retriever” is a human demand inside a technical crisis. His need to understand isn’t about the numbers but about whether he’s the one who’s going to go to prison.

The ensemble (every major character has a different relationship to what is happening and a different vocabulary for discussing it) produces a range of dialogue tones that allow the same catastrophe to be understood from multiple perspectives. Jeremy Irons’s Tuld speaks about collapse with the serenity of a man who has survived several previous collapses and expects to survive this one.

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21. Wit (2001)

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“Nothing but a breath, a comma, separates life from life everlasting.”

Professor Vivian Bearing has spent her career on John Donne’s Holy Sonnets, and she’s dying of stage four ovarian cancer. Emma Thompson plays her, co-wrote the screenplay with Mike Nichols from Margaret Edson’s Pulitzer-winning play, and talks straight to the camera from a hospital bed with her head shaved and her wit fully intact.

In this film, the dialogue is the argument.

Bearing talks the way she’s always talked, in precise, witty, merciless sentences that kept everybody at a distance for thirty years. It worked in the lecture hall. It doesn’t work in the oncology ward, and the film lets you watch her language fail her one scene at a time as the chemotherapy takes the rest.

The best scene is the flashback to her own teacher, Eileen Atkins’s Professor Ashford, correcting her punctuation in Donne: a comma, not a semicolon, between life and death. It’s the scene everyone remembers, and it holds the key to everything Bearing learns too late.

HBO made it for about $5 million, and it’s one of the finest things Nichols ever directed. Nine out of ten.

This film devastates me, and I’d still tell every writer to see it. Thompson lets Bearing’s wit keep going long after it stops protecting her, and that’s the bravest choice in the performance. My one small complaint is that the people around her are drawn thinner than she is, so her collapse plays out in a room full of types.

What All Great Film Dialogue Has in Common

Across these twenty-one films, the techniques are wildly different: the machine-gun speed of Sorkin, the operatic rhetoric of Chayefsky, the precise cruelty of Albee, the profane inventiveness of Iannucci, the spare economy of Mann. What they share is a single quality: every line is doing at least two things at once.

The line that only conveys information is the weakest dialogue there is, and it’s everywhere, in films and novels alike. It makes me want to throw the book across the room. Apply all four questions to every line you write. If a line only passes one test, fix it or cut it, because readers can tell a line doing its job from a line taking up space, and they stop trusting a writer who can’t.

What film has the best dialogue?

His Girl Friday. Adaptation. The Verdict. A Few Good Men. Drop your nominations in the comments, especially the ones where a single speech is the full argument.