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| Aleksandr Antonov | Grigory Vakulinchuk, Bolshevik Sailor |
| Vladimir Barsky | Commander Golikov |
| Grigori Aleksandrov | Chief Officer Giliarovsky |
| Mikhail Gomorov | Militant Sailor |
| Levchenko | |
| Repnikova | Woman on the Steps |
| Marusov | Officer |
| Sergei Eisenstein | Odessa Citizen |
| Alexander Lyovshin | |
| Beatrice Vitoldi | Woman With Baby Carriage |
| Konstantin Feldman | Student Agitator |
| Protopopov | Old Man |
| Korobei | Legless Veteran |
| Yulia Eisenstein | Woman With Food for Sailors |
| Prokopenko | Mother Carrying Wounded Boy |
When they are fed rancid meat, the sailors on the Potemkin revolt against their harsh conditions. Led by Vakulinchuk, the sailors kill the officers of the ship to gain their freedom. Vakulinchuk is also killed, and the people of Odessa honor him as a symbol of revolution. Tsarist soldiers arrive and massacre the civilians to quell the uprising. A squadron of ships is sent to overthrow the Potemkin, but the ships side with the revolt and refuse to attack.
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