| Superman's boyhood hometown | 31 |
| Lana Lang's home town | 25 |
| "Bleak House" character | 33 |
| Miniature loaf in a spotted wrapper? | 36 |
| What Earth is, after all | 24 |
| Minute Disney attraction? | 25 |
| Song from "Gypsy" | 27 |
| Gypsy song | 13 |
| "It's a" and "after all" link in a song | 63 |
| "It's a ___ after all" | 36 |
| Blue glass | 10 |
| Deep-blue pigment | 17 |
| A powdered blue glass | 21 |
| Mosaic components | 17 |
| Mosaic glass | 12 |
| Colored glass used in mosaic | 28 |
| Colored glass piece | 19 |
| Shake center, colored blue? | 27 |
| One on a mission, maybe | 23 |
| Everything, to a lyricist | 25 |
| Gushing flattery | 16 |
| Unctuous flattery | 17 |
| Insincere flattery | 18 |
| Fawning flattery | 16 |
| Excessive blarney | 17 |
| Oiliness | 8 |
| False flattery | 14 |
| False earnestness | 17 |
| Excessively flattering behavior | 31 |
| Unctuousness | 12 |
| Trite sentimentality | 20 |
| Some smug comments | 18 |
| Overly ingratiating language | 28 |
| Obsequious flattery | 19 |
| Insincere earnestness | 21 |
| Ingratiating behavior | 21 |
| Flattery from a fawner | 22 |
| Excessive oiliness | 18 |
| Like a snake oil salesman, and then some | 40 |
| Comparatively oily | 18 |
| Most insincere | 14 |
| Too flattering | 14 |
| Like an emcee who's overdoing it | 36 |
| Smugly ingratiating | 19 |
| Smug and ingratiating | 21 |
| Overly ingratiating | 19 |
| Like a yes-man | 14 |
| Ingratiatingly earnest | 22 |
| Ingratiating, like a talk show host | 35 |
| Hypocritically earnest | 22 |
| Fulsomely flattering | 20 |
| Flattering, in an oily way | 26 |
| Falsely ingratiating | 20 |
| Cloyingly flattering | 20 |
| Whiplike? | 9 |
| Like some bombs | 15 |
| Eligible for Mensa | 18 |
| Be the victim of a sting? | 25 |
| Agent 86 | 8 |
| Bright or clever | 16 |
| Like Mensa members | 18 |
| Sting a bit | 11 |
| Like a whip? | 12 |
| Don Adams TV role | 17 |
| Classic TV's Maxwell | 24 |
| TV's Agent 86 | 17 |
| Stinging pain | 13 |
| Steve Carell role | 17 |
| Mensa-eligible | 14 |
| Man in C.O.N.T.R.O.L. | 21 |
| Like some phones or moves | 25 |
| Like some cards | 15 |
| Like crossword solvers, naturally | 33 |
| Like a member of Mensa | 22 |
| Kimya Dawson "So Nice So ___" | 39 |
| Hurt a little | 13 |
| High in IQ | 10 |
| At the head of one's class | 30 |
| Word after book or street | 25 |
| What your tour accountant should be | 35 |
| What In Flames are, besides "Strong" | 46 |
| Upper-class? | 12 |
| TV's "Get _____" | 30 |
| TV spy Maxwell | 14 |
| Suffer hurt feelings | 20 |
| Sting some | 10 |
| Spy Maxwell seen in reruns | 26 |
| Shoe phone user | 15 |
| Role for Don Adams or Steve Carell | 34 |
| Role for Don Adams | 18 |
| Of high intelligence | 20 |
| Modern kind of phone | 20 |
| Mentally blessed | 16 |
| Mensa-suitable | 14 |
| Magnavox slogan word | 20 |
| Liz Phair "Whip-___" | 30 |
| Like some moves | 15 |
| Like some cards or cookies | 26 |
| Like some bombs or cookies | 26 |
| Like most fast sudoku solvers | 29 |