The Scariest Scene in Steven Spielberg’s Career Is in Saving Private Ryan

Steven Spielberg is a master of horror. 

We don’t always think of him that way, but America’s Great Populist Auteur became the most famous director in the world because of his abilities to push our emotional buttons. All of them. That means that for every shot of a bicycle soaring past the moon, there’s a shot of a Velociraptor stalking through a kitchen, or a severed head floating up out of a shipwreck. 

Spielberg’s knack for horror is a skill that’s served him well throughout his career, but it’s never been better applied than it was to Saving Private Ryan, his World War II masterpiece which turns 25 this month. When people think of that film, which earned Spielberg his second Oscar for Best Director (the first was for another exercise in depicting horrors, Schindler’s List), they inevitably think of the harrowing 25-minute assault on Omaha Beach that opens the story, with its flurry of explosions and entrails, severed limbs and machine gun fire. 

Omaha Beach is absolutely one of the most horrific things Spielberg has ever shot, but for all its fury, it’s not the most frightening thing in the film. That honor goes to a scene appearing two hours later, a scene so viscerally unnerving and harrowing that it remains the most frightening thing Spielberg has ever shot. 

Saving Private Ryan is bookended by battle sequences, beginning with the D-Day landings and ending with a Nazi assault on the small fictional French town Ramelle, where the film’s title character (Matt Damon) and the Army Rangers tasked with saving him are holed up, forced to defend a crucial bridge from a much larger German force. For Captain John Miller (Tom Hanks) and his men, the battle is the only thing separating them from accomplishing their mission. For Ryan, it’s a matter of honor to stay and fight, to prove he didn’t abandon his post at a key moment in the war. For the audience, it’s the final hammer coming down on a brutal, moving journey that culminates with Miller’s dying words to Ryan: “Earn this.”

Cinematically, the Ramelle sequence is a masterclass in managing geography, action and pacing, even moreso than Omaha Beach. We spend two hours getting to know each of these Army Rangers—what they’ve fought for, what they’ve lost—then Spielberg gives each of them an individual mission and sends them off to fight, cutting between each key position in the battle to show us their progress and, in most cases, their eventual fall. 

Private Mellish (Adam Goldberg), the Jewish member of the detachment sent to rescue Ryan, gets a relatively simple assignment. He’s tasked with parking himself in a second story room and raining machine gun fire down on the German assault, while the group’s interpreter, the non-combat soldier Corporal Upham (Jeremy Davies) runs back and forth between gun nests, resupplying his ammo.

We’ve spent much of the previous two hours coming to understand that Mellish and Upham have very different views on the nature of the war. Upham is a by-the-book soldier, timid but determined to do his duty, while Mellish is a battle-hardened Ranger who knows all too well what the Nazis think of him, often to the point of being overcome with emotion in the wake of a fight. He’s seen his best friend, Caparzo (Vin Diesel), gunned down by a German sniper, and held the group’s medic, Wade (Giovanni Ribisi), in his arms as he died. He’s faced down Upham himself over what counts as the “right” thing in the midst of war, and he doesn’t necessarily trust the less-experienced soldier to come through for him. 

Then, horrifyingly, Upham fails Mellish in the heat of combat. As the overwhelming German force closes in on the town, Mellish runs out of ammo just as Nazi soldiers find his position. His machine gun is dead, his rifle is jammed, and he’s forced to battle it out with a bigger SS fighter (Mac Steinmeier), wrestling for his life with nothing but a bayonet. Upham, meanwhile, crouches on the stairs outside, too overwhelmed with fear to intervene. 

According to Goldberg, the scene was originally supposed to end with Mellish simply being shot to death by the SS, but because he was good with a bayonet during prep for the film, military advisor Captain Dale Dye recommended he fight hand-to-hand to his eventual death. The scene was improvised on the day, with Spielberg, Goldberg and Steinmeier blocking out the fight on the fly. The result is the single most chilling moment in Spielberg’s five-decade career. 

It begins with a pool of blood outside the door, as Mellish’s support man Corporal Henderson (Max Martini) shoots down the first Nazi up the stairs. We don’t see this Nazi. We only hear his footfalls, then the thump of his body dropping, an unusual choice for a film so steeped in the visceral, unflinching reality of war. Then the blood flows out, quick and crimson like the blood coming out of The Shining‘s elevator doors, saturating the dusty floor. Even after all Mellish has seen, it’s enough to stop him cold in the scene, and it’s a signal from Spielberg that we’re entering into a different kind of violent territory for this moment. 

That pool of blood, and the moment of quiet that follows it, primes us as an audience for the anticipation of what else might be coming up those stairs. Spielberg, ever a master of tension, knows this, so when gunshots take down Henderson, he goes down like a slasher victim, with a spurt of blood from his neck and an agonizingly slow bleed-out, adding an extra layer of horrific tension to the moment. Then Steinmeier’s soldier storms through the door, Mellish rises to meet him, and the fight begins. We’ve seen Mellish in hard fights before; we’re used to his survival. Surely he won’t go down like this, or if he does, he’ll take the German with him. 

But no. Spielberg launches into the fight with brutal intensity, then gradually slows it down, until at the end Mellish is on the floor, the SS officer laying on top of him, the bayonet slipping into his heart with agonizingly slow precision. With his defeat clear, the ever tough-talking Mellish begins to plead for his life, shouting Stop and Listen to me while the Nazi condescendingly talks him down in German, even shushing him like a father putting a child to bed. Outside in the hall, Upham is still there, listening, crying, helpless. 

There are numerous reasons why this works as a scene of pure horror cinema, from the simple fact of the Nazi vs. Jew confrontation to the slowness of the bayonet blade as it moves down through Mellish’s flesh to the reality that someone who could stop all of this is just feet away, too frightened to move. There’s the way the scene gets progressively quieter after opening with scattered gunfire, the performances of Goldberg and Steinmeier, the way Spielberg’s camera gets right down on the floor to show us the begging, the pleading, the shushing and the final gurgles of life. Then there’s the capper on the scene, in which the SS soldier walks out of the room, sees Upham on the stairs, and simply passes him by with derision, seeing him not as a combatant but as a frightened child. 

On a pure craft level, this is enough to cement the scene as the most terrifying in Spielberg’s career, but when we zoom out to get more context for how the moment works, we gain even more horror from the moment. In 2018, for the film’s 20th anniversary, Davies told the Los Angeles Times that, partway through filming, Spielberg informed him that he’d decided to shoot the rest of the film from Upham’s point-of-view, as the timid non-combatant was the perfect entry point for the audience to understand the horrors of war. This helps explain why we see the entire machine gun assault from earlier in the film through Upham’s eyes, why Upham fights so hard to spare a German POW after that assault, and why we follow him so much as he runs between gun positions in the Ramelle sequence. In those moments, he’s basically become an avatar for Spielberg and editor Michael Kahn, darting between perspectives and taking in the raw power of it all. 

But here’s the thing: Upham doesn’t see Mellish die. The geography of the scene is well-established, so we know that he’s in the stairwell, crouched down, only hearing what’s happening. Yet Spielberg does not leave the camera on Upham and simply let sound design tell the story. He takes us up into that room, where Mellish struggles on the dusty floor in his final moments, and he keeps us there until Mellish is dead. The contrast between the struggling Mellish and the paralyzed Upham is horrific enough, but when we have the added context of Upham as the POV character, we can read the scene as Upham’s imagined version of what’s happening to his comrade. The sound is so vivid, even from the stairwell, that he can put together the last moments of Mellish for us, creating a chamber of horrors unlike anything else the film has to offer. 

Even without considering that context, the scene works, but knowing what Spielberg intended Upham to become over the course of the film makes it all the more terrifying. And yet another layer of horror is still to come. Having survived the encounter with the SS soldier himself, and somehow having survived the entire battle, Upham helps to round up surviving Germans as they surrender, and spots a familiar face. It’s the soldier he convinced the rest of the group, including Mellish, to let go earlier in the film. Because it was the right thing to do. Because he’d surrendered. Instead of turning himself in to the Allies, though, that soldier found more Germans, got a new rifle, and shot Upham’s friends, including Captain Miller. When he recognizes the soldier, and the soldier greets him as a friend, Upham shoots him dead. He couldn’t be a savior, but in his final moments on-screen, he is an avenger, a callous avatar of violence forever changed by what he’s seen, and heard.

Saving Private Ryan concludes with a simple message: “Earn this.” Miller’s parting wish to Ryan is also Spielberg’s parting wish to the audience. Understand what these men went through, take it in, live your life well because they couldn’t, because even the ones who came back were never the same. Horror is a key ingredient in driving that message home, and in using that ingredient, Spielberg delivered the scariest scene in his storied filmography. You only have to see it once, and it will chill you forever.

Matthew Jackson is a pop culture writer and nerd-for-hire who’s been writing about entertainment for more than a decade. His writing about movies, TV, comics, and more regularly appears at SYFY WIRE, Looper, Mental Floss, Decider, BookPage, and other outlets. He lives in Austin, Texas, and when he’s not writing he’s usually counting the days until Christmas.