the "Potato Farm" where they meet members of the French Resistance, led by Nigel "The Torch", who was Hillary's lover from when they were stranded on an island as youths. Nick is upset by Hillary's love for Nigel, but accepts that they must work together for the cause. After fighting off an attack by the East Germans (who were tipped off by a mystery traitor) they move to a pizza restaurant, where Nick proves his identity by performing for the locals ("Straighten Out the Rug"). The resistance group stages a rescue of Dr. Flammond, where Nigel and Du Quois, a resistance leader, dress up in a fake cow outfit to disable the prison's defenses. While the other members successfully infiltrate the prison, Nigel reveals himself as the traitor. Dr. Flammond is rescued, but Nigel makes off with Hillary, and Nick is forced to rescue her in an underwater bar fight. With their flight about to leave, Hillary chooses to go with Nick and her father to America. Cast Val Kilmer as Nick Rivers Lucy Gutteridge as Hillary Flammond Christopher Villiers as Nigel "The Torch", Resistance Leader Billy J. Mitchell as Martin, Nick Rivers's agent Jeremy Kemp as Gen. Streck Omar Sharif as Agent Cedric Peter Cushing as Bookstore Proprietor Michael Gough as Dr. Paul Flammond Warren Clarke as Col. von Horst Harry Ditson as Du Quois, Resistance Member Jim Carter as Déjà Vu, Resistance Member Eddie Tagoe as Chocolate Mousse, Resistance Member John Sharp as Maitre'D Ian McNeice as Blind Souvenir Vendor Gertan Klauber as The Mayor of Berlin Richard Mayes as Vladimir Biletnikov Tristram Jellinek as Maj. Crumpler John J. Carney as Klaus Dimitri Andreas as Latrine, Resistance Member Vyvyan Lorrayne as Madam Bergeron Doug Robinson as Sgt. Kruger (uncredited) Max Faulkner as East German Officer (uncredited) Production After the success of Airplane! the team of ZAZ were unsure of what to do next. They made the TV series Police Squad! but it was cancelled after six episodes. David Zucker explained: We just needed a subject that we would be excited about. Starting out, we didn’t have a whole genre like the airplane disaster movies. We were just fans of those black and white World War II movies that were made during the war. Somehow, we didn’t think that was enough: we didn’t want to do a period piece, we wanted to make it contemporary. That was the whole