'Succession' star Justine Lupe improvised the Italian accent on her viral 'Pizza, pasta, and popes' line in a 'moment of bravery'

• Justine Lupe's "Succession" character Willa travels to Italy with the Roys in season three.
• Her line, "Pizza, pasta, and popes," gained widespread attention from fans online.

HBO's "Succession" took home the Emmy for best writing for a drama series in 2020, and it's clear why: The characters spew out whip-smart, biting dialogue with astonishing frequency.

In season three, there's no shortage of quotable moments, one of which comes directly from Willa Ferreyra in "Chiantishire," the eighth and penultimate episode.

The former escort and aspiring playwright (played by Justine Lupe) accompanies Connor Roy (Alan Ruck) to his ex-stepmother's Tuscan wedding. As Willa enters the massive villa where they stay, she blurts out, "Pizza, pasta, and popes!" in a phony Italian accent.

"It was written, but I remember I did it with an Italian accent," Lupe told Insider.

She explained, "I did it a few times like that, because it was like, 'Oh this is fun. I'll do it.'"

After several takes, Mark Mylod, the director of the "Chiantishire" episode, gently suggested that they try a few "without the accent," the 32-year-old actress recalled.

"I was like, 'Did I just make a fool of myself?'" she said, laughing. "The Italian part of it was a moment of bravery."

The accent ended up making it into the final cut. And after "Chiantishire" aired on December 5, Willa's alliteration became a widely shared meme, as so many of "Succession's" most absurd and memorable quips do.

—lolly (@jakecolliers) December 10, 2021

Lupe recalled a similar situation happening while the cast was shooting the season three premiere, titled "Secession." Mylod, who she described as an "incredible, trustworthy godfather of a director," was behind that episode as well.

In an omitted scene, cut because it didn't fit well with the moment's overall tone, Willa gets off the plane with Connor and reads through reviews of her critically lambasted play.

As patriarch Logan Roy (Brian Cox) scrambles for a plan in the aftermath of Kendall Roy's (Jeremy Strong) explosive press conference, Willa is occupied with the fact that tickets to her production have "flown through the roof."

When they were still trying to make the scene work, Lupe said she asked Mylod if she should "go big with this."

"He's like, 'Yeah, definitely go big,'" the Juilliard graduate recalled with a laugh, adding, "After the first take, he was like, 'Maybe not so big. Maybe not.'"

Read our full interview with Justine Lupe here.

Season three of "Succession" is currently available to stream on HBO Max.