| What a water lover says when confused? | 38 |
| "This one's incredible!" | 38 |
| "You shouldn't do that!" | 38 |
| "Where ___," 1969 Kanin film | 38 |
| Film about a fabulous manicuring tool? | 38 |
| Harried traffic reporter's comment | 38 |
| Mattel reports on Barbie's success | 38 |
| Uplifting Pete Townshend song? (3,2,3) | 38 |
| "Nothing to worry about ..." | 38 |
| "I prefer a different style" | 38 |
| Elvis Presley "___ or Never" | 38 |
| "The program's starting" | 38 |
| "Okay, now we're at war" | 38 |
| Cry before "Happy New Year!" | 38 |
| "Let's take that gamble" | 38 |
| ___ Toguri, aka "Tokyo Rose" | 38 |
| Tsar known as "the Terrible" | 38 |
| Promise of confidentiality, part three | 38 |
| Advisory group for elite universities? | 38 |
| "___ as a cloud": Wordsworth | 38 |
| "___ girl, just like . . . " | 38 |
| "___ Girl . . . ," 1911 song | 38 |
| "Can't you take a joke?" | 38 |
| "Might want to rethink that" | 38 |
| Talkative "King of Country"? | 38 |
| Critic's job at a Nicholson movie? | 38 |
| Subject of this puzzle, born 6/24/1895 | 38 |
| "The Great Dictator" co-star | 38 |
| "It Happened Tomorrow" actor | 38 |
| South African leader beginning in 2009 | 38 |
| Author of "The Silent World" | 38 |
| 1985 Glenn Close/Jeff Bridges thriller | 38 |
| Nicholson film "The Two ___" | 38 |
| John who wrote "The Bastard" | 38 |
| Capital of Mexico's Veracruz state | 38 |
| He wrote "Why Not the Best?" | 38 |
| Ex-Cabinet member or Scottish inventor | 38 |
| Feature of heavy traffic, on the rails | 38 |
| "Star Trek: Voyager" captain | 38 |
| Alice in Chains: "___ Flies" | 38 |
| Interactive features of starbucks.com? | 38 |
| Exuberant gesture with splayed fingers | 38 |
| The first talkie, with "The" | 38 |
| "Les Miserables" protagonist | 38 |
| They come along for "deride" | 38 |
| Bit from a documentary about desserts? | 38 |
| Drab shade from a Kardashian divorcee? | 38 |
| "Star Trek: Voyager" actress | 38 |
| 'Falling Skies' actress Schram | 38 |
| Personal transport, in science fiction | 38 |
| Paul Scott novel, with "The" | 38 |
| Company whose jobs are often changing? | 38 |
| Jack's friend resting on the hill? | 38 |
| "Sands of Iwo __": 1949 film | 38 |
| Former coach on "NFL on Fox" | 38 |
| "Wichita Lineman" songwriter | 38 |
| His teams won 5 national championships | 38 |
| Line before "O what fun ..." | 38 |
| You might get a raise if yours changes | 38 |
| Mel's "Maverick" co-star | 38 |
| Guitarist who played with Steven Tyler | 38 |
| Rat Pack guy who's a board member? | 38 |
| "Hurts So Good" singer, 1982 | 38 |
| "No Such Thing" blues rocker | 38 |
| "Oh! What a Lovely War" star | 38 |
| "Tonight Show" host in 1962? | 38 |
| Person there when you need him, almost | 38 |
| Actor having connections with a singer | 38 |
| "Sic semper tyrannis!" crier | 38 |
| Lyric, part 2, after "Was a" | 38 |
| Energy drink from Wet Planet Beverages | 38 |
| "Two and a Half Men" co-star | 38 |
| Sci-fi boy hero with very clean teeth? | 38 |
| Trips taken in 'borrowed' cars | 38 |
| "As I See It" autobiographer | 38 |
| Bedroom furniture pieces for an amigo? | 38 |
| "To be on the safe side ..." | 38 |
| Faking out of position, as in football | 38 |
| Jim's friend in a Truffaut classic | 38 |
| Calendar used for nearly two millennia | 38 |
| "Am I the one, Ms. Andrews?" | 38 |
| Large thing that takes years to mature | 38 |
| Alaskan's sorry cry after a fight? | 38 |
| Group getting "altar-ations" | 38 |
| Those moving up the educational ladder | 38 |
| Period when birds and mammals appeared | 38 |
| Hit for Louis Prima and David Lee Roth | 38 |
| "Make up your mind already!" | 38 |
| Clothing ad tagline introduced in 1988 | 38 |
| Not the most exciting school athletes? | 38 |
| 16-time Gold Glove-winning pitcher Jim | 38 |
| Mystical teachings developed by rabbis | 38 |
| Grain sorghum with stout, leafy stalks | 38 |
| Obama U.S. Supreme Court nominee Elena | 38 |
| Tony who won the 2013 Indianapolis 500 | 38 |
| Actor whose real name was Wm. H. Pratt | 38 |
| "The Mask of Fu Manchu" star | 38 |
| Site of 1905's Norway-Sweden split | 38 |
| Former Asian state known for goat wool | 38 |
| "The Mothers-in-Law" co-star | 38 |