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| Mel Brooks | Dr. Frederick Bronski |
| Anne Bancroft | Anna Bronski |
| Charles Durning | Col. Erhardt |
| Tim Matheson | Lt. Andre Sobinski |
| Jose Ferrer | Prof. Siletski |
| Christopher Lloyd | Capt. Schultz |
| George Gaynes | Ravitch |
| George Wyner | Ratkowski |
| Jack Riley | Dobish |
| Lewis J. Stadlen | Lupinsky |
| Ronny Graham | Sondheim |
| Estelle Reiner | Gruba |
Frederick Bronski and his adulterous wife, Anna, are a pair of hammy actors running a low-rent theater in Warsaw, Poland. When the Nazis invade, the Bronskis find their theater becoming a makeshift refuge for local Jews and a gateway to the Polish underground. Using their limited acting skills, the members of the theater troupe attempt to deceive the Nazis and lead an escape. Meanwhile, a Polish pilot thinks he has found a spy in England.
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