Oh Crap/Film

"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

"The Bride: Is that what I think it is?
 * The Dark Knight has Dent's reaction to Rachel Dawes telling him that only of them would survive, and their friends had to choose who.
 * The Shawshank Redemption features several in a row on part.
 * The way he looks out the window when
 * The way he looks at.
 * The look on his face when he sees a newspaper saying
 * Also, the look on his face when.
 * Done hilariously by the townsfolk of Rock Ridge in Blazing Saddles with the emergence of Mongo.
 * "Nevermind that shit; Here comes Mongo!!"
 * "Now gather around here folks and...(Salesman spots Mongo)..HOLY SHIT!!
 * Jaws: Brody has one during the beach scene, complete with Dolly Zoom/Vertigo Effect and screeching violins.
 * 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 Commanche are on a murder raid) she starts screaming her head off.
 * Apollo 13 has the best one ever. Amidst all the alarms ringing and chatter as the crew and Mission Control tries to figure out what happened, mission commander Jim Lovell takes the simple action of looking out his window--and sees a cloud of gas. Lovell: "Houston, we are venting something into space." Followed by Swigert's and Haise's heads turning like swivels to look at him, followed by Mission Control going deathly quiet (complete with Vertigo Effect) as they realize just how badly in trouble the astronauts are. Really brilliantly done.
 * At the end of Goodfellas, Tommy arrives at his bosses house to be made a Made Man, but when he enters the room and nobody is there, he only has time to say "Oh, no-" before getting shot from behind.
 * Kill Bill Volume 1 - The Bride's face as she listens to dozens of motorcycle engines approaching, and the ensuing conversation with O-Ren.

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."

""I've always loved you.""
 * David Bowman in 2001: A Space Odyssey as he is taken beyond the infinite.
 * To be more specific, his face falls from a look of slightly frightened, perplexed wonder to a terrified grimace. You can see the 'Oh Crap' moment here.
 * The Last Starfighter: "I'll have it all figured out by the time we reach the Frontier..."
 * In Blade II, The Mole is playing with a bomb he thinks is a dud... only it's not a dud, and Blade reveals he was on to him from the start, and presses a second button on the detonator...
 * The Illinois Nazis in The Blues Brothers find themselves going off the wrong end of an incomplete flyover.

"David: "I'm not doing this; they're overriding the system. OOOOOHHHH SHIT! Um, er... hide!""
 * The entire human race has this reaction upon seeing the massive destroyers in Independence Day.
 * As far as those huge ships are concerned, the Oh Crap for the human race didn't kick in until it was confirmed that the aliens were hostile and they actually started unleashing hell with those Wave Motion Guns.
 * Harvey Fierstein says those exact words right before a flying car crushes him.
 * An alien makes one the moment it realizes the Mothership has been hacked and sees a nuclear missile being shot at its face. A second alien repeats this when it sees said nuclear missile counting down...
 * Another minor one appears in the mothership when the aliens override David and Steven's ship and open the shutter on the front window:

"Egon: Sorry, Venkman. I'm terrified beyond the capacity for rational thought."
 * Kick-Ass 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 considering what comes after it.
 * Don't forget when Chris and Frank watch the hidden camera footage of Big Daddy's assault on Frank's warehouse. I swear Chris just came from changing his pants when he brought that video to his dad.
 * In the original Ghostbusters, the Stay Puft Marshmallow Man's face becomes an expression of "Oh Crap" just before the Ghostbusters cross their streams and obliterate him.
 * Also the Ghostbusters themselves when Stay Puft shows up.

"SWAT Leader: Do you see him?
 * 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.
 * When Indiana Jones is faced with two Thuggee swordsmen in Indiana Jones and The Temple of Doom, he reaches for his trusted gun in what at first seems to be a remake of the famous Why Don't You Just Shoot Him subversion in the first film, only to find it missing.
 * Also, the face Mola Ram makes when Indy cut the Rope Bridge they're all standing on.
 * In The Last Crusade, after Indy has beaten Vogel to a pulp on top of the tank, he looks up to see it moving right towards a very tall cliff. He's so stunned his hat blows off his head.
 * And Vogel himself gets one after the tank has gone over and he sees the ground coming up.
 * Indy also has one when he finds himself face-to-face with Adolf Hitler himself.
 * Leon/The Professional: "This... is from Mathilda"..
 * A lesser, but just about as good version is early in the final battle when a SWAT team first approaches the apartment. The point man looks around the corner:

Point Man: Yes. He's right here. He's got a gun to my head."

"Corsair Captain: You and which army?
 * Almost the exact same scene in Raising Arizona when
 * The Lord of the Rings: Despite being nothing but a big eye made out of flames, Sauron somehow manages this when he realizes his Soul Jar is at the one place it can be unmade.
 * And then again
 * Bernard Hill as King Theoden does a series of great Oh Crap faces in the Lord of the Rings films:
 * In The Two Towers, Theoden 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.
 * Two more in The Return of the King: the arrival of the Rohirrim at Minas Tirith where they see just how huge the orc army is, and then when it seems they've actually won, the Oliphaunts arrive.
 * Before Theoden's comes the Double Take of the Orc Commander. Seriously, 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 realises just how screwed he really is.
 * Theoden gets another 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 Theoden, who clearly lets out a sigh.
 * Bernard Hill is a seriously great actor, he registers reactions that you only get on your second or third viewing - or maybe only after seeing the Director's Cut.
 * Grima 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!
 * That huge orc army gets their Oh Crap moment as the Rohirrim charge, completely ignoring the arrows and spears (slightly) thinning out their numbers.
 * In a subversion, 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. Justified since 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.

Aragorn: This Army."

"Tony Stark: Oh, by the way, how'd you solve the icing problem?
 * The Witch King himself probably would've gotten one, if he actually had a face, when he discovered that his opponent wasn't a man.
 * Just before that, there's Eowyn's look when she sees the Witch King's frigging HUGE mace as he squares off against her. Of course, she got the last laugh.
 * And then 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 three huge trolls, Gandalf gets a look on his face like "Well, I wasn't expecting that."
 * Let's face it, 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 Eowyn and Merry. And of course Aragorn bringing a big damn undead army to clean up the place.
 * There's also Saruman's reaction to the Ents trashing Isengard; if Christopher Lee is worried about something, you know it's bad.
 * Seriously, the look on his face is priceless. It's exactly the face you'd expect to see if someone was woken up with the news that the trees had come alive and were trashing his yard.
 * Legolas gets a pretty good Oh Crap look in Moria when he realizes there's a Balrog down there.
 * It's actually a nice two-parter. 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."
 * In the Mighty Morphin Power Rangers film, one can't help but smile at the "Oh, no" that.
 * Basically makes up half of both Home Alone movies.
 * The Operative's reaction in Serenity when he sees the eponymous ship approaching, alone, unarmed, and not even changing course directly into the waiting guns of the Alliance fleet... . This is particularly effective, as the Operative has been absolutely stone cold up until that moment.
 * That's how it's done.
 * Also, when the Operative realizes that, 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.
 * And again when Inara says "And that's not incense!" Yesss!
 * And 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."
 * Iron Man:
 * Iron Man:

Obediah Stane: Icing problem?"

"Lando: Well, how could they be jamming us if they didn't know we... (dawning realization) ... were coming? Break off the attack! The shield is still up!"
 * The cut to inside Stane's helmet seals the moment. For about a second, we get a shot of Jeff Bridges watching his HUD wink out of existence, his face reading a definitive "this wasn't supposed to happen."
 * The scene where Tony throws Raza's lieutenant in front of the people he had just been terrorizing, saying "He's all yours." The look on the lieutenant's face when he sees the people looking down at him as if to say "payback time asshole" is priceless.
 * Star Wars. Subverted in Revenge of the Sith, at the end of Emperor Palpatine's duel with Yoda. Palpatine's Force lightning attack is caught harmlessly in Yoda's palm, who begins to redirect it just like he did against Count Dooku in the previous movie. Palpatine has an "Oh Crap" expression... but then the redirected energy explodes between them. Yoda's smaller stature and more precarious location causes him to be knocked off the platform they were fighting on, and Palpatine is victorious.
 * Count Dooku gives one when Palpatine orders Anakin to finish him off.
 * In Return of the Jedi, when Lando realises that and the extent of the Xanatos Roulette pulled off.

"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!"
 * Obi-Wan in Attack of the Clones, 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."
 * Subverted by Grand Moff Tarkin in A New Hope by not even realizing the Death Star is about to blow up.
 * Motti, meanwhile, had a serious Oh Crap speech.
 * Admiral Piett in Return of the Jedi, "Intensify forward fire power!"
 * Let's not forget his original moment at the end of The Empire Strikes Back, when the Falcon manages to jump to lightspeed, after 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.
 * The upper deck of the bridge of Vader's ship also seems to have cleared out very quickly when the Falcon goes to hyperspace, as none of the crew wanted to be in Vader's way, or even his line of sight, as he walked out.
 * In Episode IV, while Han chased a handful of Stormtroopers down a hallway on the Death Star, he runs into an entire platoon. In the special edition, he runs into an entire company on parade.
 * IT'S A TRAP!
 * Also in A New Hope, after Obi-Wan tells Luke that Stormtroopers, not Sand People, destroyed the Jawa sandcrawler:

"Chekov: "Botany... Bay?" (eyes widen) "Botany Bay!""
 * 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 of course means their battle has just sunk from desperate to hopeless!
 * In The Empire Strikes Back, Luke leaves his training unfinished, goes to Bespin to rescue his friends, and finds Vader waiting for him. Vader, who he knows full well he is completely unprepared to deal with. John Williams' music during that scene - "The Clash Of Lightsabers" - enhances it perfectly with nearly a minute of nervous buildup and then the rushing, panicked background music while the notes of the Imperial March start up slowly and ponderously.
 * While all Star Wars films have their moments, trying watching The Empire Strikes Back and saying "Oh, Crap" every time you know the characters are thinking it. It could be renamed Oh Crap: The Movie.
 * "The Emperor's coming HERE?!" ::gulp::
 * Star Trek II the Wrath of Khan

"Joachim: Our shields are dropping!

Khan: Raise them!

Joachim: I can't!"

"Torg: [speaking via comms to Kruge] The ship appears to be run by computer. It is the only thing speaking.
 * In Star Trek III the Search For Spock, Kruge's reaction, when he realizes the ship he's sent his crew to is about to self destruct. What makes it even better is Torg's cluelessness right up to the end:

Kruge: Speaking? Let me hear it.

Computer:

Kruge: [leaping out of his chair] GET OUT! GET OUT OF THERE! GET OUT!!

Torg: [utter bewilderment] Why?

Computer: BOOM!"

"Sulu: My god. Shields! Shields!"
 * Star Trek VI the Undiscovered Country 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.

"Chang To be... or not to be..."
 * 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.
 * And, of course, General Chang at the end, as he's watching a torpedo home in on his cloaked ship:

"'HARD TO PORT!!!!'"
 * "Target that explosion and fire!"
 * The Duras sisters have a totally silent one when pretty much the same thing happens to them in Star Trek Generations.
 * Also in 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!"
 * Let's not forget Soran's face right before.
 * From Star Trek Nemesis, when Shinzon realizes what Picard is up to:

"Kirk: So what type of combat training do you have?
 * Star Trek 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.

Sulu: Fencing.

Kirk: [Long, epic Oh Crap face]"

"Nero: [confused] What's he doing?
 * 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,
 * And when Nero thinks he has Spock behind the 8-ball:

[five seconds later]: FIRE EVERYTHING!!"

"Nick: He looks angry.
 * In The Chronicles of Narnia: Prince Caspian, King Miraz's death is an Oh Crap moment for the good guys.
 * And prior to that, in The Chronicles of Narnia: The Lion the Witch And The Wardrobe, the White Witch gets a lovely Oh Crap moment just before Aslan jumps her in mid-battle and eats her face off. Luckily, it's not shown on camera.
 * The 1979 animated version has the White Witch not only give an "Oh, crap!" face, but she feebly drops her dagger, too.
 * The Fifth Element, when Zorg realises the bomb that he previously set, and just disarmed, is going to go off in two seconds right in his face. Literally.
 * 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 barely two second 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."
 * At the end of The Lost Boys,
 * In Equilibrium, in the Father scene near the end of the movie, the moment the polygraph flatlines has the operator actually saying "Oh... SHIT!" just before Preston delivers his "Not without incident" line and.
 * 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 of all things an emotional response (fear) out of his tormentors who were trying to force the state artificially.
 * In the first Spider-Man movie, Norman Osborn has one of these about one second before his hovercraft crashes into him. He only has time for "Oh".
 * Nice group Oh Crap in the sequel, as a crowd of New Yorkers watches their imminent death hurtle toward them in the form of a tumbling police cruiser.
 * Sweeney Todd: The Demon Barber of Fleet Street: Judge Turpin gets one of these upon learning exactly who the title character is, just before.
 * Benjamin Barker?!
 * BENJAMIN BARKER!!!
 * In addition, Sweeney himself gets one earlier on when Pirelli reveals that he recognizes him from the old days.
 * In Pirates of the Caribbean 2, when Jack finds himself surrounded by hungry natives, he gives a dry, "Oh, bugger."
 * Pirates of the Caribbean 3, when.
 * 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.
 * From On Stranger Tides, after winning a battle with Blackbeard's men, Jack proclaims, "We've taken the ship!". Then Blackbeard emerges from his cabin.
 * In one version of Back to The Future, young Biff Tannen actually says it, before crashing into a truck of... well, crap. In the other version he says "Oh shit."
 * It's a bit hard to tell due to the fact 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.
 * "IT'S STARSCREAM!"
 * "Shit! It's a Decepti- Oh, wait...."
 * Tristar's 1998 Godzilla, after GINO finds out his kids have kicked the bucket.

Audrey: Ahh...

Animal: Wh-wh-what do we do?

Phillipe: Running would be a good idea."

""No, it's not fair...""
 * This is Hellboy's catchphrase, as can be seen, hilariously, in this Exterminatus Now webcomic.
 * 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."
 * Who Framed Roger Rabbit:, just before getting hit with a The fact that  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.
 * 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 -- SPLAT!
 * The revelation that the title character of Gorgo is just a baby. And his mom is coming to pick him up.
 * Harry Powell, in The Night of the Hunter, upon having a gun pointed at him by Mrs. Hooper.
 * Pretty much the entire second half of M. Especially in the film's most famous shot.
 * The lead-up to the lobby shootout in The Matrix. *Metal detector goes off* "Please remove any metallic items you might be carrying: keys, loose change..." Cue Neo opening his coat to reveal the dozen or so guns strapped to his body. "Holy SHIT!"
 * In the same movie, there's a scene where the villainous Smith, in the middle of torturing Morpheus, watches helplessly as an attack helicopter rises into view just outside the window, Neo beginning the mounted minigun's warm-up spin. Smith's reaction? Gritting his teeth and saying "No."
 * He gets another in Revolutions, after assimilating Neo. It's hard to tell if it's just the torrential rain or if he's actually crying.

"Blimp pilot: "Well, that's not good.""
 * Joaquin Phoenix has one of these in Gladiator, when Maximus reveals himself.
 * Big Trouble in Little China: Jack Burton screws up a lot, but it was after he threw his knife (and only weapon) at Big Bad Lo Pan and doesn't even come close that warrants his Oh Crap reaction. Subverted
 * near the end of Little Shop of Horrors (1986 version):
 * 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.
 * 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.

"Jason: (small voice) ... Oh, darn."
 * This is also the reaction that pratically every other character in both of the first two movies has when they encounter the newly resurrected Imhotep for the first time and/or when they witness him using any of his supernatural abilities.
 * In Kung Fu Hustle, the reaction of
 * In 2008's The Incredible Hulk, Bruce jumps out of a helicopter expecting to transform into the Hulk. We see him falling with his eyes closed, concentrating, then he opens them to find nothing changed and... "Oh, shit!"
 * There's a similar scene in Van Helsing, where Mr. Hyde is falling to his death from the cathedral. In midair, he reverts to Dr. Jekyll, who has long enough to realize what's happening before he hits the ground. Classic bug-eyed Oh Crap moment.
 * The end of every single one of the Saw movies.
 * Pretty much every five minutes in the Rush Hour series. Some of the best include Carter and Lee spotting 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  in Rush Hour 3.
 * Dogma has two notable moments, first when Azrael makes the mistake of giving Silent Bob a free shot at him, ("But... I'm a fucking demon...") and second when Bartleby comes this close to entering the church only for the doors to the Church to open by themselves to reveal Metatron and God standing there.
 * Leonardo Di Caprio in Baz Luhrmann's William Shakespeares Romeo and Juliet has some of the best Oh Crap moments. Particularly at the end when.
 * The Hunt for Red October: "You arrogant ass, you've killed us."
 * Phone Booth practically makes a Fetish Fuel out of these moments. When the hero realizes the bad guy knows who he is... when he finds the gun... etcetera, etcetera...
 * 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
 * Galaxy Quest: Jason Nesmith's reaction to the real Grignak:
 * Galaxy Quest: Jason Nesmith's reaction to the real Grignak:

"Sarris: You fool! You fail to realize that with your armor gone, my ship will tear through yours like tissue paper!
 * As well as General Sarris' reaction in this scene:

Jason:"

"Fletch: Oops!
 * Happy Gilmore. Shooter McGavin is being heckled by a fan, who points out that Gilmore hit a much longer drive earlier in the day. He turns to face the heckler, only to find that he's played by 8 feet tall Richard Kiel.
 * "Well, moron, good for Happy Gilm-- OH MY GOD!!!
 * The Sum of All Fears: The look on Morgan Freeman's face is priceless when he realizes
 * Hot Fuzz: "... oh God no."
 * At the end of film, Fletch becomes aware of his miscalculation:

Female Love interest and wife of the villain: What do you mean, "Oops"? Don't say "Oops"!"

"Ian Malcolm: ... Hang on to something!"
 * 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.
 * 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.
 * 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, The look on Kyle's face pretty much says it all.
 * In Terminator 3: Rise of the Machines,
 * The T-X gets one herself when she realizes that
 * 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.
 * The Aforementioned T-1000 gets one of these
 * Sarah Connor gets incredible "Oh crap" moment when she first meets T-101 in the mental hospital.
 * At the end of Under Siege Commander Krill has a perfect "oh crap" when he looks through the periscope of the escaping sub and realises he's about to get a battleship shell to the face.
 * Ra has one at the end of Stargate, when.
 * 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.
 * The Lost World. 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?

"Freddy: Oh, no. OOOOOHHHHHHHH NOOOOOOO!!!"
 * There is also another "Oh crap!" moment in the film basically ten minutes later when Eddie Carr does everything in his power, going through every single imaginable hell possible to help his friends who are precariously dangling off the edge of a cliff inside their trailer. He's finally got it all worked out when boom, boom. Cue Crowning Doom Music of Awesome as mommy and daddy T. rex come out of the forests to tear Eddie in two. I guess No Good Deed Goes Unpunished.
 * In Memento, Leonard (an anterograde amnesiac who relies on tattoos and other Notes to Self in order to function day-to-day) is talking on the phone when he notices a large bandage on his leg. He continues talking as he absentmindedly peels back the bandage, and he sees that he has a fresh tattoo underneath. The tattoo reads NEVER ANSWER THE PHONE! The look on Leonard's face is priceless. "Who is this?"
 * In Freddy vs. Jason, Freddy Kreuger has quite a bit of fun tormenting an unconscious Jason. When Freddy is dragged into the real world (where he doesn't have control), with a wide awake and pissed off Jason, the look on his face is priceless. He's a bully, and the one thing he's really afraid of is something akin to a fair fight.
 * He also gets a few more throughout the end fight, most notably when he finds himself caught on a piece of construction equipment which is dragging him straight towards a thoroughly pissed off Jason.

""OH SHIT!!""
 * 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 13 th Part VII 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.
 * The entire cast of National Lampoon's Class Reunion shared one of these, chorusing "Oh, shit!" when the psychiatrist reveals why their long-ago graduation prank has turned classmate Walter into a homicial maniac.
 * Hedwig and The Angry Inch has a heartbreaking example: the look on Hedwig's face as the Berlin wall falls, and she realizes she gave up everything she had for nothing.
 * The terrorists of United 93 earn a well-deserved Oh Crap when one of their number is Zerg Rushed by the passengers.
 * Ed Rooney of Ferris Buellers Day Off gets these frequently and does it all in his facial expressions.
 * Die Hard, when the terrorists are attacking the SWAT team's armoured car with a rocket launcher, McClane sends a brick of C4 down the elevator shaft, which subsequently blows up the entire floor the bad guys were on. His reaction to the fireball coming back up the elevator shaft?


 * And also at the very end when.
 * Technically an Oh Crap for actor, as he was dropped without warning in order to... facilitate acting. Verisimilitude, and all that.
 * In Babylon A.D., it happens to Gorsky near the end.

""By the way, a friend gave me this note, but I can't read Albanian. Could you translate it for me?"
 * The first batch of bad guys in Taken get this look when their leader reads the note that Liam Neeson hands him:

"... 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)"

"Jarrell: (opens the door) My dear brother Noomsey!
 * It happens again later on, after . The broker is quite reasonably terrified.
 * 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.

Numspa: (roars)

Jarrell: (runs)"

"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."
 * One of the best lines in Sin City: "I can only express puzzlement that borders on alarm."
 * The ending of "The Big Fat Kill" as well, when the corrupt cops realize that.
 * Manute, meanwhile, doesn't lose it even then until he sees . "McCarthy, you SHIT!!!"
 * Pvt Hudson's famous breakdown in Aliens: "That's it man, game over man, game over!"
 * In Speed Racer, just before the "non-ja" is clobbered by Pops, the camera zooms in on Pops' clenched fist, which is decked out with a very large Greco/Roman Wrestling championship ring. His eyes are roughly the size of said ring just before it gets smashed into his face.
 * In 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!"
 * In Stripes, Sgt Hulka shouts, "Oh, shit... INCOMING!"
 * In The Best Little Whorehouse in Texas, Melvin P. Thorpe (Dom DeLuise) 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.
 * The look of the Bird-warriors in Night At the Museum: Battle for the Smithsonian when Abraham Lincoln's statue enters the fray.
 * In the remake of Death Race, Warden Hennesey gets a pretty epic one when "What just happened?" Indeed, ma'am.
 * She also has one just after.
 * In 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."
 * In A Fish Called Wanda, Ken's expression says it all when he
 * And 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.
 * And all present major characters when Wanda gives her condemning testimony when everyone present expected she would give George a solid alibi.
 * Inglourious Basterds: The expression on Landa's face when Aldo asks him what he's planning to do with his uniform is priceless.
 * Robocop 2: Kane's face monitor when RoboCop rips out the box containing his brain and is about to smash it into the ground.
 * Casino Royale: In the intro scene, a MI 6 traitor is about to shoot a unarmed Bond, and pulls the trigger. The loud click of the empty hammer is accompanied by this look on the traitor's face, just as Bond holds up the clip, saying "I know where you keep your gun."
 * In Licence to Kill, we get that reaction from Truman-Lodge and Sanchez as they watch one truck tanker full of their cocaine-laden gasoline careening down a hill into another one, right in front of their car.
 * In Goldfinger, James Bond heaves a heavy gold bar at Odd-Job. Odd-Job doesn't even try to avoid it; it bounces off his chest like a marshmallow. Bond's reaction does not express optimism. About a minute later, Bond picks up Odd-Job's famous derby with the sharp steel rim. Now it is Odd-Job's turn to look worried.
 * 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:

"John: I'm shot!
 * 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  His opponent's "Oh shit..." look is perhaps the best in all of film,.
 * 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."
 * In the director's cut of Watchmen, they include the scene where . 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   has one as the thug is about to kill him.
 * It is absolutely priceless.
 * Westworld:

Peter: What?

John: I'm shot! (falls to the ground, dead)

Peter: (looking at the Gunslinger robot) Oh, my God."

"Mr. Andrews: The pumps will buy you time, but minutes only. From this moment on, no matter what we do, Titanic will founder.
 * 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-
 * Early in the film, Group Captain Mandrake goes to tell General Ripper the alert they're under is a false alarm and that he should recall the bombers, concluding Ripper sent out unauthorized attack orders even as he's talking.
 * In Gun Crazy: A Woman From Nowhere, the Big Bad's goons dig up the briefcase with the money they are after and open it... only to discover that, along with the money, there is a large amount of explosives inside.
 * The Lovely Bones has a particularly effective moment when Susie says to Mr. Harvey that she needs to go home, and then he responds by telling her to "be polite." The look on her face drives it home in that she now knows just how much trouble she's in.
 * The Twilight Saga: Eclipse counts too. During the climactic battle scene while the rogue gang of misled vampires is charging toward the coven they believe is outnumbered two to one, only to see nine large wolves bounding out of the forest and leaping toward them. To say they were surprised is an understatement.
 * Titanic, from both Captain Smith and Mr. Ismay:

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."

"Furious: "Rage... taking over...
 * How could we forget "ICEBERG, RIGHT AHEAD!"?
 * This image of Benjamin Guggenheim witnessing the water rise within the ship as it is sinking.
 * Letters From Iwo Jima, when Saigo is sent outside to empty the latrine bucket and discovers the entire ocean covered with U.S. Navy warships from horizon to horizon as far as the eye can see.
 * In The China Syndrome, the look of terror on Jack Lemmon's face when his character taps the water level indicator and they realize that the level of the coolant water is not exactly where it should be.
 * ''Piranha 3D:
 * Played well by Noah Volsen in The Bourne Ultimatium when he realizes.
 * In Mystery Men Casanova Frankenstein is kicking Mr. Furious's ass until the following exchange:

Frankenstein: "Ya, ya, ya. We've heard all that before."

Furious: "No, no, no... RAGE... REALLY TAKING OVER..."

Frankenstein: (Oh Crap)"

"Wolverine: Holy shit..."
 * In Barry Lyndon, when Lord Bulington's shaking hands inadvertently discharge his dueling pistol before he gets an aim, spoiling his having first shot on his much hated stepfather.
 * In the Rocky and Bullwinkle movie, Fearless Leader has zombified most of the United State by now. He is monologuing about his plans for world domination. Then Boris and Natasha cry out in unison: "FEARLESS LEADER, MOOSE IS LOOSE!"
 * Tombstone has a few. One occurs early in Wyatt Earp's ride of vengeance when he finds some Cowboys in an opium tent.  Another occurs near the end of the movie when Johnny Ringo thinks he's confronting Wyatt. "I'm your huckleberry." (He's not.)
 * Robin Hood Prince of Thieves: After successfully defending the forest hideout from hired thugs, Robin Hood glances over to the Nottingham soldiers in the distance... with flaming arrows and trebuchets! He simply says "My God" in sheer terror - from then on he is no longer fighting and is simply trying to rescue his fellow men.
 * Snatch has a famous scene where a trio of bumbling wannabe gangsters try to intimidate Bullet Tooth Tony (the most 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.
 * Wolverine's response to Lady Deathstrike taking her claws out before their duel in X 2 X Men United film.

""They can tell that?""
 * Wolverine has one in X Men Origins Wolverine during his climatic fight against Deadpool when it's revealed that Deadpool has teleporting powers.
 * This is pretty much the standard response of any human character in X Men First Class when they witness a mutant's powers being used firsthand.
 * Also the Nazis in Argentina when Erik casually revealed his arm with the numbers tattooed on it.
 * V for Vendetta features an agent of Norsefire shooting a young girl we see a lot throughout the film, caught wearing a Guy Fawkes mask and spraying graffiti. Other citizens see him holding the gun, approaching him slowly as he raises his "Norsefire" badge and attempts 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.
 * 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 entire army of Musketeers.
 * 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.
 * Holy shit, it's Viper!
 * König in Enemy At the Gates, when he realizes he's fallen into Zaitsev's trap
 * At the end of the Tom Selleck movie An Innocent Man, when the Dirty Cops who framed Selleck's character are jailed themselves, the F. Murray Abraham character (a lifer) says to them as they are entering the prison (in front of all the other inmates), "Hello, Officers." The looks on the cops' faces are Oh Crap, as prisoners don't like dirty cops very much.
 * In Holes, when Armpit is asking for a pen and paper, the deputy recognizes Mr. Sir as a criminal. Que the following conversation.
 * Deputy: "Marion Sevillo." Marion stops dead in his tracks, and just says "oh crap."
 * Peter Jackson's remake of King Kong: At the theater, Kong notices Jack Driscoll, and stops his rampage and stares at him long enough for both of them to realize that Kong remembers Jack...and the last thing he saw Jack do was take his beloved Ann away from him. Cue epic Oh Crap and subsequent Unstoppable Rage.
 * In Transformers Dark of the Moon, Ironhide (and all the other Autobots and humans present) have this reaction when Sentinel Prime announces that he has defected to the Decepticon side and punctuates it by promptly shooting Ironhide in the back. Ironhide has a second, much more tragic Oh Crap moment a minute later when he sees the massive hole in his chest and his own hand disintegrating and realizes exactly what Sentinel has just shot him with.
 * The US President, at the end of Escape From New York, about to play the tape with his message for the conference. Cue epic Oh Crap expression when he discovers.
 * 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!"
 * A hilarious one in "Harry Potter and The Chamber of Secrets": when Ron and Harry realize  Even Hedwig gets in on the fun.
 * Voldemort's face in Harry Potter and the Deathly Hallows Part 2 after he discovers that.
 * And Snape's expression pales considerably after Voldemort says that
 * Ace Ventura goes through this in the end of Ace Ventura: When Nature Calls when the Watchati/Wachootoo tribes find out that

"Moran: That's not fair!"
 * Cue Ace being Chased By Angry Natives.
 * In Lucky Number Slevin, when Detective Brikowski gets a call from a colleague  As the story unfolds and Det. Brikowski realizes , the evolving levels of Oh Crap on his face are priceless.
 * Men in Black. Only once does Agent K briefly lose his composure, thanks to witnessing the Bug revealing itself.
 * In Sherlock Holmes: A Game of Shadows, Sebastian Moran has this sort of reaction when he realizes that John Watson

"Laufey: Run home, little princess.
 * 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**"
 * 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.
 * Thor

Loki: Damn."

"Black Widow: (on seeing the ) I...I really don't see how that is a party."
 * 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 having..an episode. And finally when Iron Man announces he's bringing the party to the other members of the team.

"Captain America: Afraid of a little thunder?
 * There's suddenly thunder and lighting after Loki

Loki: I rather don't enjoy what comes after..."

"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!"
 * 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 even 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.
 * Played very darkly in Se7en, when Somerset finds out what's in the box.
 * Played in The Wizard of Oz when the Witch sees that Dorothy grabs a bucket of water to extinguish the flames on the Scarecrow's arm. Water happens to be a fatal weakness of the Witch.
 * In Cube 2: Hypercube, 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".
 * Senior Drill Sergeant Hartman's whole demeanor changes when informed: