System-generated random passwords have maximum password security and are highly resistant to guessing attacks. However, few systems use such passwords because they are difficult to remember. In this paper, we propose a systeminitiated password scheme called“Surpass”that lets users replace few characters in a random password to make it more memorable. We conducted a large-scale online study to evaluate the usability and security of four Surpass policies, varying the number of character replacements allowed from 1 to 4 in randomly-generated 8-character passwords. The study results suggest that some Surpass policies (with 3 and 4 character replacements) outperform by 11% to 13% the original randomly-generated password policy in memorability, while showing a small increase in the percentage of cracked passwords. When compared to a user-generated password complexity policy (that mandates the use of numbers, symbols, and uppercase letters) the Surpass policy with 4-character replacement...