Despite the complicated skewiff timelines of Nolans Memento script, it seems like he was quite keen to take ideas from the actors where possible. And this wasnt just with Tobolowsky, either. One memorable moment in particular came from Joe Pantoliano, who suggested according to the DVD commentary - the part where his character Teddy is waiting in Leonards car without Leonard knowing. As a result, Leonard is understandably frightened when he gets in. This is a small moment, but an important one. It suggests at a wider world outside of Leonards understanding, and helps to harbour both the scariness of amnesia and the idea that Teddy is a little more shifty than hes letting on. More improvised content can be found in the black-and-white scenes, which Guy Pearce is said to have had particular free reign during. He also came up with the tiny idea of Leonard writing dont trust her in different handwriting than his usual style, to remind him to scratch it out later (because it was a suggestion from Teddy, whose lies he cant believe). All in all, then, Memento is an example of a cast working closely with their director to help make the best film possible.