More from Groovy History

What's In A Line? The Godfather's 'Offer He Can't Refuse,' Explained

Entertainment | January 27, 2019

Source: (Paramount Pictures)

It's the most famous line ever uttered by a movie gangster -- a simple promise delivered by Marlon Brando, playing Don Vito Corleone, in The Godfather: "I'm going to make him an offer he can't refuse." The quote first appeared in Mario Puzo’s novel The Godfather, which tells the story of the fictional Corleone crime family that was adapted into the epic film by Francis Ford Coppola.

Like most of Marlon Brando's best lines in the 1972 film, it's said calmly and quietly. Corleone's godson Johnny Fontane (Al Martino) is a singer whose career is in decline, and he's convinced that a role in an upcoming Hollywood film will be the boost he needs. But studio head Jack Woltz has refused to give Fontane the part. After taking Fontane to task for his unmanliness, Don Corleone tells him he'll convince Woltz to give him the role. "This Hollywood big shot is going to give you what you want," Corleone says, then gives the simple explanation as only a Godfather can:

"I'm going to make him an offer he can't refuse."

Lobby card from The Godfather depicting Robert Duvall and John Marley

The Worst Offer Ever

The line is powerful because it almost sounds like something innocent. "An offer he can't refuse" seems similar to "a deal he can't pass up" -- something so good that the person offered it just has to say yes. A few scenes later, we find that the "offer" is really a command, and Woltz "can't refuse" because doing so would likely get him killed.

The Corleone family consigliere, Tom Hagen, played by Robert Duvall, visits Woltz (John Marley) at his home, where they walk the grounds and Woltz shows him a $600,000 thoroughbred horse. Woltz stands firm, asserting that Fontane will never get the part. In the next scene, Woltz wakes up to find the severed head of his prized horse in the bed with him.

An offer he can't refuse? More like "Do what we say, or else."

Source: (

The Line was Inspired By Balzac

“I'm going to make him an offer he can't refuse” is such a famous and natural line that it’s hard to imagine anything inspiring it. However, when writing The Godfather, Puzo was inspired by 19th-century French author Honoré de Balzac, specifically his 1835 novel Le Père Goriot. A phrase from Le Père Goriot opens Puzo’s book, and at one point a character in Balzac's novel tells another character, “In that case, I will make you an offer that no one would decline,” which sounds familiar.

Michael says it Twice

Versions of the line occur twice more in the movie, establishing that this was not just an off-the-cuff remark by Vito Corleone. This is what the Corleones say when they mean to get what they want, or else. Michael Corleone (Al Pacino) relates another story about such an "offer" to his girlfriend Kay Adams (Diane Keaton). The story, again, concerns Vito's godson Johnny Fontane, who needed help getting out of a professional contract with a bandleader.

Michael: My father went to see this bandleader and offered him $10,000 to let Johnny go, but the bandleader said no. So the next day, my father went back, only this time with Luca Brasi. Within an hour, he had a signed release for a certified check of $1000.
Kay: How did he do that?
Michael: My father made him an offer he couldn't refuse.
Kay: What was that?
Michael: Luca Brasi held a gun to his head, and my father assured him that either his brains or his signature would be on the contract.

Later in the film, when Michael is telling Fontane about the Corleones' plans to move into the casino business in Las Vegas, Fontane questions whether a casino owner would ever sell. Michael's response to Fontane is simple, and by now we know exactly what it means: "I'll make him an offer he can't refuse."

Source: (Paramount Pictures)

Vito's Line Isn’t Exactly The Same in the Novel

In Mario Puzo’s novel, Vito Corleone does help his godson get his role in a film, but when he makes the promise to Johnny he doesn’t say the line exactly the same way. Rather than say, "I’m going to make him an offer he can’t refuse" the way Marlon Brando does, Vito says "I’ll make him an offer he can’t refuse." While that’s not a huge deal, it’s interesting that Brando and Coppola decided to make the change.

In the film, it’s actually Michael who says the line “I’ll make him an offer he can’t refuse” exactly as Vito said it in the book. 

Source: (Paramount Pictures)

Mario Puzo Spent a lot of Time on the Line

Even though the line seems tossed off, author and screenwriter Mario Puzo actually slaved over the line -- especially in its transition from book to screen. In 2016 Puzo’s 45-box archive went on sale and it features a series of drafts of both his novel and screenplay versions of The Godfather.

One version of the script has Vito say: “He’s a businessman. I'll make him an offer he can’t refuse,” but it’s manually changed with a pen to “I'll reason with him.” Patricia Eaton, an auctioneer working with the archives said that When it came time to write the script, “It seems that Puzo and Coppola together simplified a lot of the dialogue from the book for the screen… The way it came out in the movie makes it a little more like everyday gangster slang.”

A Godfather-ish scene from The Simpsons, season 14, episode 22. Source: (

It's one of the Most Repeated, Referenced, and Parodied Lines in Movies

It's hard to say exactly how many times "an offer he can't refuse" has been used in other contexts since 1972. The "movie connections" page at lists at least 150 other occurrences, paraphrases, or references to the line in film, television, video games and other media. The line has seeped into just about every genre, from kids' cartoons (DuckTales, The Adventures of Elmo in Grouchland) to teen dramas (Gilmore Girls, Buffy the Vampire Slayer) to sitcoms (That '70s Show) to prime-time drama (The West Wing, Grey's Anatomy) to soap operas (General Hospital) to science fiction (Babylon A.D.) to video games (Max Payne, Borderlands). And of course, the line has ended up on The Simpsons -- because everything that's any good ends up on The Simpsons.

Tags: 1970s | 1972 | Al Pacino | Best Picture Winners | Famous Movie Scenes | Famous Quotes From The 1970s | Francis Ford Coppola | Gangster Movies | Marlon Brando | The Godfather

Like it? Share with your friends!

Share On Facebook

Jacob Shelton


Jacob Shelton is a Los Angeles based writer. For some reason this was the most difficult thing he’s written all day, and here’s the kicker – his girlfriend wrote the funny part of that last sentence. As for the rest of the bio? That’s pure Jacob, baby. He’s obsessed with the ways in which singular, transgressive acts have shaped the broader strokes of history, and he believes in alternate dimensions, which means that he’s great at a dinner party. When he’s not writing about culture, pop or otherwise, he’s adding to his found photograph collection and eavesdropping on strangers in public.