| Third-largest city in the Soviet Union | 38 |
| ''Thou shalt not ___'' | 38 |
| Metric prefix for "thousand" | 38 |
| "I Have a Dream" speechmaker | 38 |
| Team for which Gretzky left the Oilers | 38 |
| Burton's role in "Roots" | 38 |
| You'll find them standing in malls | 38 |
| "Brewed For Good Times" beer | 38 |
| Russian ballet company renamed in 1991 | 38 |
| Word with Star or Sun in product names | 38 |
| You don't need a license to fly it | 38 |
| Candy bar made to be broken lengthwise | 38 |
| "___, cats, sacks and wives" | 38 |
| Sultry "Mink, Shmink" singer | 38 |
| It may be enticed with a curled finger | 38 |
| Fruit also called a Chinese gooseberry | 38 |
| "Twittering Machine" painter | 38 |
| "They're Biting" painter | 38 |
| "Blumen Mythos" painter Paul | 38 |
| "Hogan's Heroes" colonel | 38 |
| Donald Sutherland mystery film of 1971 | 38 |
| Film for which Jane Fonda won an Oscar | 38 |
| 1971 Jane Fonda/Donald Sutherland film | 38 |
| 1971 Jane Fonda-Donald Sutherland film | 38 |
| "Attention, __ shoppers ..." | 38 |
| "... with a banjo on my ___" | 38 |
| Boyz II Men: "On Bended ___" | 38 |
| "I ___ him, Horatio": Hamlet | 38 |
| Phil Jackson, for most of the '70s | 38 |
| Don of "Three's Company" | 38 |
| Three-time NFL Coach of the Year Chuck | 38 |
| Potter's bronze penny, at Hogwarts | 38 |
| Big initials among camping enthusiasts | 38 |
| "Bear" that's not a bear | 38 |
| Improper name for a eucalyptus muncher | 38 |
| Beanie Babies Mel and Eucalyptus, e.g. | 38 |
| Japanese ''beef'' city | 38 |
| Beat in "Punch Out!!": Abbr. | 38 |
| Charlemagne Prize recipient in '88 | 38 |
| It's Japanese for "carp" | 38 |
| The Mikado's Lord High Executioner | 38 |
| Inca ___ (popular Peruvian soft drink) | 38 |
| "Rock and Roll, Hoochie ___" | 38 |
| Cole Porter's 'Hitchy- --' | 38 |
| Actress Stark of "Star Wars" | 38 |
| "Rock and Roll Hoochie ____" | 38 |
| Gang leader of 70's-80's music | 38 |
| Cigarette company with a jazz festival | 38 |
| Company whose first product was cheese | 38 |
| Volcano that violently erupted in 1883 | 38 |
| TV character with the first name Cosmo | 38 |
| Mother of Kourtney, Kim, Khloe and Rob | 38 |
| "American Idol" winner Allen | 38 |
| Restaurateur who once owned the Padres | 38 |
| Ray who sold 1 billion burgers by 1963 | 38 |
| "Grinding it Out" author Ray | 38 |
| "Hooked on Classics" company | 38 |
| David Carradine series of the '70s | 38 |
| __ Kinte ("Roots" patriarch) | 38 |
| Title river in 1957's Best Picture | 38 |
| Bandleader Kay who wore a cap and gown | 38 |
| Place where safety goggles may be worn | 38 |
| Place for uniform washing instructions | 38 |
| Basis for the musical "Rent" | 38 |
| Workplaces for Jekyll and Frankenstein | 38 |
| Milieus for moviedom's mad doctors | 38 |
| Nicks' "Leather and ___" | 38 |
| Benjamin Orr album "The ___" | 38 |
| Half of an '80s crime-fighting duo | 38 |
| Ratt: "___ of Communication" | 38 |
| Clothing company with a crocodile logo | 38 |
| Olympics sport discontinued after 1908 | 38 |
| Word form for ''milk'' | 38 |
| Like Kate Middleton's wedding gown | 38 |
| "A Shropshire ---" (Housman) | 38 |
| "A Shropshire ___" (Housman) | 38 |
| She played one of Charlie's Angels | 38 |
| "Charlie's Angels" angel | 38 |
| "__ Astor": Sargent portrait | 38 |
| ___-in-waiting (queen's attendant) | 38 |
| "England's rose" of song | 38 |
| Sophia Loren/Paul Newman comedy (1965) | 38 |
| Son of Polonius, in "Hamlet" | 38 |
| Body of water in a Brooke Shields film | 38 |
| Actor in "Waiting for Godot" | 38 |
| "The Wizard of Oz" lion Bert | 38 |
| Christine of "Hawaii Five-0" | 38 |
| Christine of "Gross Anatomy" | 38 |
| "A Man and a Woman" composer | 38 |
| ". . . best-___ plans . . ." | 38 |
| Placed (with ''down'') | 38 |
| ''The best ___ plans'' | 38 |
| Put oneself into a horizontal position | 38 |
| One end of Ontario's Welland Canal | 38 |
| Discovery of the explorer Louis Joliet | 38 |
| "I can't heeeaaaar you!" | 38 |
| "___, Lucille," 1919 musical | 38 |
| 1980s-'90s Corbin Bernsen TV drama | 38 |
| 1980's-90's Emmy-winning drama | 38 |
| Hedy of "Samson and Delilah" | 38 |