Brain Donors is a 1992 American comedy film directed by Dennis Dugan and released by Paramount Pictures, loosely based on the Marx Brothers comedies A Night at the Opera and A Day at the Races (the first two films the Marx Brothers made for Metro-Goldwyn-Mayer after leaving Paramount). The film co-stars John Turturro, Mel Smith, and Bob Nelson in the approximations of the Groucho, Chico, and Harpo roles, with Nancy Marchand in the Margaret Dumont dowager role. It was executive produced by David and Jerry Zucker, through their Zucker Brothers Productions. Plot After the death of tycoon and philanthropist Oscar Winterhaven Oglethorpe, a ballet company is founded in his name by his widow, Lillian. Ambulance-chasing attorney Roland T. Flakfizer competes against Oglethorpe's former attorney, Edmund Lazlo, to be director of the company. Lazlo is chosen for the position after signing the greatest ballet dancer in the world, Roberto "The Great” Volare. Flakfizer — with assistance from his two associates Rocco and Jacques — earns a spot as co-director by wooing the wealthy widow and by signing the company's leading ballerina and her dancer boyfriend Alan Grant. The ensuing struggle between Flakfizer and Lazlo leads to comic hijinks, including a badger game involving a chorus girl and an opening-night performance ludicrously sabotaged by Flakfizer and his cohorts. Cast and characters John Turturro as Roland T. Flakfizer Bob Nelson as Jacques Mel Smith as Rocco Melonchek George de la Peña as Roberto “the Great” Volare John Savident as Edmund Lazlo Nancy Marchand as Lillian Oglethorpe Juliana Donald as Lisa LeBaron Spike Alexander as Alan Grant Teri Copley as Tina Minor roles include Eddie Griffin as a messenger, Franklin Cover as a doctor, Thomas Mikal Ford and Matthew Sussman as cops, Katherine LaNasa as a dancer, Billy Beck as a janitor, Sam Krachmalnick as a conductor, and Max Alexander as a stage manager. Production Dennis Dugan began work on the film shortly after screening a rough cut of his film Problem Child for David Zucker. Soon after meeting to compare notes, Zucker sent Dugan a script by Pat Proft, and work began on the project in earnest. Initially, Proft was to be a co-producer and frequent Zucker brothers collaborator Jim Abrahams was to be a co-writer, but Abrahams was ultimately not credited as a screenwriter. Principal photography began on December 10, 1990, and the film was largely shot in and around Los Angeles.