Where the director was making up the story as he went along shooting trying to seriously make a good movie?

(obligatory) The Phantom Menace?

They never completed it but IIRC Gilliam's Man of La Mancha (as documented in Lost in La Mancha) worked that way.

Yes - Charlies Angels.

I think first we're going to need confirmation that they were seriously trying to make a good movie.

I thought it was pretty clear that Gilliam and Risoni had a completed script. What they were trying to make up as they went along was the production, which seemed very "fly by the seat of your pants" before disasters stopped them.

As for making the story up as they went along, perhaps CASINO ROYALE fits the bill:
http://www.dvdtalk.com/reviews/read.php?ID=4855

Haskell Wexler's critically praised movie MEDIUM COOL was somewhat "made up" as they went along, since it was being filmed in Chicago during the 1968 Democratic Convention, and the actual riots that took place became a part of the movie.

The remake of The Stepford Wives?

Haven't there been movies before that started shooting before the script was even completed? I know there have been a few recent ones, but I forget at the moment.

I am not sure but did'nt that documentry called Sherman's March start out as a documentry about union genral Sherman's march through the south and end up being about romance and the directors love life.I am not sure about this because i have never seen the movie but it seems to me i heard something about it doing this

I'm not sure documentaries would count, since they might not be considered to have a story (even those that end up to be about something entirely different than what the film was intended to show-such as those brothers that were going to make a documentary about firefighters in New York and ended up witnessing a terrorist attack). Even if documentaries qualify, Christopher Guest's "mockumentaries" probably would not count since I think he has an idea for how the "story" is going to go, but the dialog is all improvised.

There have been many cases where things end up being changed because of mistakes or ad-libs, and instances of endings or other scenes being reshot because a test audience didn't like it, but those films did have scripts and were not made with the intention of things being made up as they went along.

I dunno... Watch 8 1/2 and decide for yourself. That movie is certainly about what you described, even if it might not actually be the movie you described.

I guess you could consider all of these movies since it's mostly improv. There's isn't really a script as it's more of an outline.

This is Spinal Tap
Best in Show
Waiting for Guffman
A Mighty Wind

And my friend is working on this film...which is along the same lines.

http://www.ybg.com/hollywoodbuddha/

Spider-Man 2. But that was probably just a bunch of fight scenes or swinging through the air scenes.

Well, most documentaries (or at least very many). But i doubt that is what you were looking for.

Isnt Wong Kar Wai known for this. I remember reading somewhere that they started filming In the Mood for Love without a finished script and the director really didn't know which direction he was going to take the film.

Charlie Chaplin worked that way. He'd shut down production for months sometimes while he'd try to come up with the next idea.

Well, there are a ton of movies that start shooting without a finished script - so the story evolves as it is being filmed. The best example of this is THE FUGITIVE, which didn't have an ending when the cameras rolled...I think they did a pretty good job. 2001: A SPACE ODYSSEY also didn't have an ending when shooting began...but I'm guessing Kubrick developed almost ALL of his films as he shot them (explaining why his last movie, EYES WIDE SHUT took so damn long to shoot). However, most of the time, shooting without a finished script is a disaster.

Surprised nobody has offered up "The Blair Witch Project" yet . . .

yeah, as far as I know, Wong Kar Wai shoots this way.

Apocalypse Now

Lethal Weapon 4 was being written as they shot. They threw out most of the original script keeping the outline intact.

Yeah, that movie was a slapped together rushed production. It started filming in January 1998, and was released in July 1998. For a mega budget film like that, it's crazy. Of course, that's WHY it cost 140 million dollars (with star budgets included also).

Wong Kar Wei and Jean Luc Godard (at least in the old days) both work without scripts.

Watch the recently released Criterion DVD of Godard's A Woman is a Woman. He would outline each days shooting in the morning, and then shoot it. The next day he'd come up with something else.

Frederico Fellini's "8 1/2"?