The 40 Best Jokes from ‘Top Secret!’ on Its 40th Anniversary

40 ‘And I’ll Miss You Most of All, Scarecrow’

In the spirit of the ZAZ guys’ particular brand of nonsense, let’s start at the end of the movie. After Nick Rivers (Kilmer), his love interest Hillary Flammond (Lucy Gutteridge) and the French resistance fighters have rescued Hillary’s father, Dr. Flammond (Michael Gough), Hillary chooses to go to America with Rivers and her father. She hugs and says goodbye to each of the three French resistance fighters, echoing Dorothy’s goodbye from The Wizard of Oz. Then, out of nowhere, a scarecrow appears. Hillary hugs him as well and tells him she’ll miss him most of all. “We always like to do Wizard of Oz jokes,” says David Zucker.

39 The French Resistance

“I’m fond of the French resistance guys — maybe because they were all great guys and I just remember them fondly,” explains Jerry Zucker. Each of their names — Chevalier, Montage, Détente, Avant-Garde, Déjà Vu, Croissant, Soufflé, Escargot, Chocolate Mousse and Latrine — was a silly reflection of how little French most Americans know.

38 Nick Dreams He’s Back in High School

“I love when Val is being tortured, and he has this dream about being back in high school and not having studied for his test. Then he wakes up to see he’s only being tortured and goes, ‘Oh, thank God,’” says Jerry Zucker. 

37 Hillary’s Motorcycle Hair

It’s a simple gag, but Jerry Zucker likes the joke where Hillary is riding a motorcycle as her hair flies back. Her hair, however, remains windblown when the motorcycle stops.

36 The Janitor’s Closet

At one point, Nick and Hillary are running down a hallway, looking for a place to hide when they come across a door labeled “Janitor.” When they open it, they find a smiling janitor standing there with a mop. “He was a grip on the crew,” explains David Zucker.

35 Albert Potato’s Introduction

As they’re about to meet the French resistance, Nick and Hillary knock on a door and a man answers via a tiny window seven feet up. “Is this the potato farm?” Nick asks. “Yes, I am Albert Potato,” the man responds. 

That alone makes for a funny character introduction, but when Albert Potato answers the door, it’s revealed that he’s only about four feet tall. “‘I am Albert Potato’ could win a competition for the stupidest joke in this movie,” laughs David Zucker.

34 Nick’s Blurry Painting

One of the film’s earliest jokes comes when Nick is on the train to Germany. As he takes German lessons of nonsense phrases, he’s also looking out the window and painting. When his painting is revealed, we see a blurry depiction of trees. “That’s a great joke,” Jerry Zucker maintains.

33 The Dance at the Hotel Gay Schluffen

“Hotel Gay Schluffen is Yiddish for ‘Good Night’ or ‘Go to Sleep,’” says Jerry Zucker of the location where Nick and Hillary first meet. “A good joke comes when Val brings Lucy into the hotel, and there’s this dance that they do where they have all these really stupid moves. It’s lovely how it all transpires.”

32 ‘Straighten the Rug’

Most of the musical sequences in Top Secret! parody the vapid musical nonsense in Elvis films, but none of them does it better than “Straighten the Rug,” where Nick dances on a rug to the delight of restaurant-goers. Like the rest of the songs, it’s expertly sung by Kilmer, which Zucker, Abrahams and Zucker say was a big reason he got the part. 

When Nick looks out a window early on in Top Secret!, he witnesses an aerial show that’s clearly fake and done with miniatures, something that becomes only more apparent once a bunch of hamsters begin running alongside the fake cars. Of this shot, David Zucker only says, “There are a lot of animals.” To which Jerry Zucker replies, “Probably a big mistake.”

30 Last Rites

Before he’s rescued from prison, Nick is sentenced to death. On his way to the electric chair, he’s read gibberish last rites by a priest. A character’s shadow then appears in the chair, only for the reveal to be that it’s the priest’s, not Nick’s. It gets a good laugh, though David Zucker wonders if they really fooled anyone with the switch.

29 Cedric Becomes Half Man, Half Compact Car

Omar Sharif’s character Cedric brings whole new meaning to the idea of a “compact car.” After being smashed into an automobile, he reappears as a head on a crushed car’s body. As David Zucker reveals, “We used a (little person) and encased him in the block to pull it off.” 

28 The Anal Intruder

When Nick is detained in jail, his agent Martin (Billy J. Mitchell) comes in and says, “Nick, I’ve tried everything — the embassy, the German government, the consulate. I even talked to the U.N. ambassador, and it’s no use. I just can’t bring my wife to orgasm.” That joke is followed up with another when Nick hands Martin an “Anal Intruder,” which looks like a jackhammer with a fist on the end of it. 

There’s an Easter egg here, too. “Val’s prison number is 4395, which was our address where we lived in Milwaukee,” explains David Zucker.

27 ‘The Nutcracker’

During a performance of The Nutcracker that Nick attends, a bunch of male ballerinas come out with huge bulges in their crotches. David Zucker reveals that part of that grew out of an act that the trio did onstage years before. “We had a thing called ‘The Right Guard Ballet,’ and the boy and the girl started out with a waltz while spraying Right Guard under their arms. Then Jerry, Jim and I would come in, and we had big, stuffed crotches. It got a big laugh — this is what passed for humor in the 1970s.”

26 A German Guard Takes a Tumble

“A really good joke is when one of the French resistance guys tosses a German guard over the edge, and he lands on the ground and totally shatters,” says Jerry Zucker. “He was made out of plaster.”

25 ‘Some Things Are Better Left Unsaid’

When Nick first meets Hillary, she seems very on edge. He asks her if she’s in trouble with the police, and she responds by telling him, “Some things are better left unsaid.” “Like what?” he queries back. “Well, you know, sometimes when you blow your nose into a tissue, then you put it into your purse, then a little while later you have to reach in there for your lipstick or something and your hand gushes into it and it goes all over,” she explains. 

Jerry Zucker praises Gutteridge’s performance here, saying that her sincere innocence is what sells the gross-out joke.

24 The East German Anthem

David Zucker tells me that the anthem, which is filled with hilarious, if dated, jokes about East Germany, was a rewritten version of the Shorewood High School Hymn, where Abrahams and the Zuckers attended high school together. He also reveals that most of the German in the film is gibberish or Yiddish that they’d picked up from their parents.

23 ‘Shop at Macy’s and Love Me Tonight’

Nick offers up his backstory in an intimate moment with Hillary, sharing that, when he was a kid, he was left in a department store and never found. Thus, he was raised in the store and became a musician after coming up with a jingle — a funny rewrite of Elvis’ “Are You Lonesome Tonight,” which concludes with the line, “Shop at Macy’s and love me tonight.”

Nick having a joke of a backstory highlights an issue Zucker, Abrahams and Zucker had during production with the classically-trained Kilmer. As Abrahams explains, “He was difficult, but in retrospect, he had lots of good reasons to be difficult. Who was that character? He starts the movie as kind of this arrogant rock-and-roll jerk. Then, in the middle of the movie, he’s sort of an arrogant rock-and-roll jerk. Then, he ends the movie as sort of an arrogant rock-and-roll jerk. There were problems with his character that we hadn’t addressed, and (Kilmer) let us know about it.”

“If you look at his biography film that he did (2021’s Val), he’s pretty clear in that he sold his soul for money doing Top Secret!,” adds Jerry Zucker. “When we’ve seen him in the years since, he’s been very nice, but it wasn’t art.”

22 The Parachuting Scene

Jerry Zucker says he still really enjoys the moment when Nick and Hillary are parachuting while calmly talking to one another, something that would be completely impossible to do in an actual parachuting situation.

21 The Station Leaving the Train

“This is one of the great illusion bits in the film,” says Jerry Zucker, referring to a scene where, through a train window, it appears as though the train is leaving the station, but instead, the station itself is pulling away while the train is stationary. “Top Secret! is full of video/visual tricks,” adds David Zucker. 

The reason for so many of those kinds of jokes, Jerry Zucker reveals, is that “we were making up for Airplane!, which had us stuck in a few locations and so much of it relied on the dialogue. Doing this movie freed us from those constraints.”

20 Dr. Flammond’s Tunnel

“Don’t forget the Lincoln Tunnel,” says Jerry Zucker, referring to the joke where the imprisoned Dr. Flammond builds a tunnel out of prison, but when they cut to it, it’s a shot of New York City’s Lincoln Tunnel. “There are so many movies where a prisoner is digging a tunnel,” says Jerry Zucker. “So we thought it’d be funny to have this amazing tunnel. It began as a major tunnel that he dug; then we thought, ‘What the hell? Let’s make it the Lincoln Tunnel.’”

19 The Pigeon Statue

In a scene set in a park, a giant pigeon statue sits far in the background. Three besuited businessmen then fly onto it and urinate. “That was a really big statue,” recalls Jerry Zucker. “That wasn’t a special effect except that we had to remove the wires from the men.”

18 The Pigeons

Two other animal gags involve pigeons as well. When the French resistance member Latrine slaps a dead carrier pigeon, who was holding a traitorous message, and says, “A traitor in our midsts,” another resistance member tells him, “Well done, Latrine! I see you have dealt with him appropriately.” 

David Zucker also cites another carrier pigeon joke where the carrier pigeon is depicted wearing a miniature pilot’s helmet.

17 ‘How Do You Say, Indispensable?’

“One of my favorite jokes about speaking a foreign language comes when the bad guy says to Nick, ‘It seems, Mr. Rivers, that you are, how do you say, indispensable?’ And Nick just says, ‘Indispensable,’” says David Zucker.

16 The Empty Boots

“I love when they crawl through the fence and see the boots,” says Abrahams of another visual gag where Kilmer climbs under a fence and sees a pair of boots, but when the camera pans up, there’s nobody in them. Laughing at this joke, Abrahams laments, “Why didn’t this movie do better?”

15 Nick’s Escape Attempts

Before Nick flees his cell and meets Dr. Flammond, he has a series of failed escape attempts where he’s trying several different prison vents, only to discover they all lead back to his cell in a very Scooby-Doo-type way. David Zucker notes that Nick’s cell contained a picture of Cher because Kilmer was dating her at the time. 

14 Dr. Flammond’s Calendar

Speaking of Kilmer’s dating life, when Dr. Flammond offers up his tragic backstory, he points to a calendar with a bare-breasted woman on it. “We knew that girl because Val was dating her, too,” says David Zucker. 

“Was he dating her? Or screwing her?” Jerry Zucker asks. 

“I think it was both,” David Zucker responds. “I don’t know where Cher came in.”

13 The Giant Watch

Another “visual pun,” as David Zucker calls them, involves Nick and two of the resistance fighters infiltrating the prison. One of the resistance fighters asks the other, “How long ‘til they cut the power?” and the other responds, “Three more minutes.” There’s then a close-up of his watch, with a wider shot revealing that the watch is actually gigantic.

12 The Pinto Explodes

“The biggest laugh in all the screenings was the Pinto crashing,” says Jerry Zucker, referring to a scene where a Jeep gently taps a Ford Pinto, causing the Pinto to violently explode. As Abrahams explains, “What that was based on was, in the 1960s, there were a bunch of automobile accidents where Pintos were rear-ended, and they would explode.”

11 The Crunching Leaves

“I love the scene where they’re walking on the dead leaves, and you hear the leaves crunching,” says Jerry Zucker. “Then Val turns around and goes, ‘Shh,’ and they continue walking and it’s silent.”

10 The Big Phone

Another visual trick was a very juvenile play on perspective. In a German office, a phone is in the foreground while the Germans are in the background. The phone is huge in the frame, but that appears to be just because it’s closest to the camera. When it rings, however, one of the Germans walks over and answers it, revealing that it’s enormous. Still chuckling about this bit, David Zucker says, “That’s a wonderful sight gag.”

9 Skeet Surfing

Top Secret! begins with a ridiculous musical sequence of a song Nick wrote called “Skeet Surfing,” which is a parody of “Surfin’ U.S.A.” by the Beach Boys and features surfers with shotguns shooting clay pigeons while riding waves. “We got the idea for the song when we were doing press for Airplane!,” reveals David Zucker. “We were doing a lot of press junkets in Europe, and we were getting bored. So we decided to have a competition for which one of us could get the biggest lie in print. They’d always ask ‘What’s the latest thing in the U.S. or in California?’ and one of us said, ‘Well, the latest fad is skeet surfing,’ I can’t remember which of us won the bet, but that actually got in print and we decided to use it in Top Secret!”

8 “He’s Just a Little Hoarse”

“The backwards scene and the underwater scene are scenes we like because they were so elaborate and inventive. But the things people always quote are ‘I know a little German’ and ‘He’s just a little hoarse,’” says Jerry Zucker. 

The latter features a singing miniature horse pulling a carriage (though it initially appears that the driver is singing). After the carriage drops off Nick and Hillary, the horse coughs, and Hillary inquires if the horse is okay. “He caught a cold the other day, and he’s just a little hoarse,” the driver explains before pulling away.

7 The Gunfight Through the Glass

This entire gunfight between the Germans and the French resistance is wall-to-wall glass-breaking jokes like Nick playing tic-tac-toe via gunfire. “At the end of that scene, there’s a guy who walks on and gives a high-five to another guy. We were in England, so we had to teach them how to do a high-five.”

6 ‘Let Me Know If There’s Any Change in His Condition’

When Nick is arrested for fighting a German sergeant, Nick’s prison guard tells him, “Let us hope for your sake that Sergeant Kruger survives.” Next, the phone rings and the guard picks it up. He inquires about Kruger’s condition, listens and then offers, “Well, let me know if there’s any change in his condition.” After that, he hangs up and quickly says, “He’s dead.” This line still gets Jerry Zucker.

5 The Underwater Fight

In the final action sequence of the movie, Nick fights the traitor, Nigel (Christopher Villiers), in what ultimately becomes an underwater bar brawl. “It’s such a good idea and it builds so well and it’s so well choreographed and shot,” says Abrahams. “It really sticks out.”

The sequence was filmed in a tank at Pinewood Studios, where an incredible number of classic movies have been shot. Jerry Zucker says that they learned to scuba dive for the sequence and that the actors were given oxygen just off camera. 

4 The Backwards Scene

As for the backwards scene at the Swedish bookstore where Nick and Hillary get some coded information, Jerry Zucker says, “We recorded it backwards so it looks like they’re speaking in a foreign language. The actors were pretty amazing because they had a lot of things to keep track of. There was the dialogue and the walking backwards and Val had to catch that book and throw a thing, then the dog had to come in. Then, way at the end, Peter Cushing had to hold that eyeglass exactly right. Everything at the beginning of the scene was done at the end of the scene, and the stuff at the end of the scene was done at the beginning. It was really intricate.”

“We rehearsed it for an entire day, then we shot it for an entire day because it all had to be done in one take,” David Zucker adds. “We may have rehearsed it forward, then played it backwards to show the actors so they knew what to do.” 

3 ‘I Know a Little German’

“My single favorite joke is when Lucy says to Val, ‘I know a little German. He’s sitting over there,’ and it’s a (little person) in lederhosen,” says David Zucker of the aforementioned classic that people continue to quote all these years later — including himself. “I still use that joke today when people tell me they know a little bit of a language.”

2 The Cow

“We can’t forget the whole cow thing either, though,” says Jerry Zucker. When the French resistance fighters try to infiltrate the prison toward the end of the movie, two of them go undercover in a cow costume. For the scene, however, they used a real cow wearing two pairs of rubber boots. That said, the execution of the gag wasn’t as easy as just slipping some boots on a cow. “The cows didn’t like the boots, so we made them with no bottoms and strapped the tops to the cows’ legs. Getting a cow to do anything isn’t easy. They’re not the smartest animals. It made me understand why it’s probably okay to eat them.”

1 ‘It All Sounds Like Some Bad Movie’

“The other joke I always think about as one of my favorites is when Val recites the whole plot to the audience,” says David Zucker. The moment comes when Hillary returns to her old lover, Nigel, and Nick says, “Look, I’m not the first guy who fell in love with a girl he met in a restaurant, who then turned out to be the daughter of a kidnapped scientist, only to lose her to her childhood lover who she’d last seen on a deserted island and who turned out, 15 years later, to be the leader of the French underground.” 

In response to this mouthful, Hillary says, “I know. It all sounds like some bad movie,” after which they both look at the camera. “We knew the audience would have a whole hooting and hollering reaction to it,” says David Zucker. 

As for why it’s the film’s best joke, it’s because it’s undeniably gotten so much better with age. Some jokes from Top Secret! might be less relevant today, like the Pinto gag, but “It all sounds like some bad movie” is different. Most anyone who’s watching Top Secret! nowadays likely has some awareness of its history from bomb to cult classic, and for the film’s heroes to basically acknowledge the lunacy of its plot smack-dab in the middle of the movie is remarkably wise — and, of course, very funny.