The Brain hatches yet another plan for world domination--this time, he plans to produce the saddest tearjerker, called Brain's Song which will leave the world in such depression, that they'll be vulnerable in his hands.

However, his script is turned down by celebrity actors and actresses so that he and Pinky are forced to produce the movie themselves.


  • this is the second time we see the Brain cry
  • The pigeon Pinky rides is drawn in the same colors like Pesto from the Goodfeathers.


Pinky: "I think so Brain, but we're already naked."

Brain: "If I dressed up like Robert Redford and gave her a million bucks, do you think she’d go away?"

Pinky: What book would you like next, Brain? Jim Nabors’ "Surprise, Surprise: I’m-a’ Actin’", or Jim Varney’s "An Actor Prepares, KnoWhutImean?"

Brain: "All right, everyone, fracture your femurs!"

Pinky: "So, Brain. Am I being a good agent?"

Brain: "…The tragic tale of me, Brain Piccadilly, a former Arena Football player suffering from a bad case of stomach cramps, as told by my longtime friend and teammate, Meadowlark Lemon."

Brain: "And who better to play me, Brain Piccadilly, than you, the thinking man’s Mickey Rourke, Bruce?"

Brain: "Pinky, where did you get that ridiculous outfit?"

Pinky: "I got it off my Curly Neal doll."

BRAIN: "Now that we have mastered our diction, let’s turn to Chapter 2 of Melanie Griffith’s “How I Act Good”."

Brain: "Be a man, like Eleanore Roosevelt."

BRAIN: Take a memo, Pinky: “Drop off suit at Jiffy Lube.”

Pinky: "Come on, Brain Picadilly! Go win the Heimlich Trophy!"

Brain: "Hello, Jelly Roll Morton. May I wear your slap shoes?"

Pinky: "Look, Brain! You've created a catchphrase!"

Brain: "Pinky… Barney is not a real dinosaur."

Pinky: [Gasps, eyes widen; Brain pulls tape over eyelids]

Brain: "That should keep your eyes open…"

Brain: "About as good as the Jamaican bobsled team, Pinky."

Brain: "Yes, Pinky. Apparently the Overlord is a wild and crazy guy."

Pinky: "Get back out there, Brain Picadilly, and win one for the Giffords! Um...put a halo on Mary!"

BRAIN: Can’t this traffic move any faster? We’ve got a 3 o’clock meeting at Spagoo!

PINKY: Oh, Brain, look at all the stars! Isn’t that Michael Douglas?

BRAIN: No, Pinky. That’s a load of saggy baggage.

Brain: "Keep focused, Pinky! Be a man, like Eleanor Rosevelt!"

Pinky: "Aw, it’s all right, Brain! No one can resist a terrifically manipulative contrivance with swelling music… except maybe G. Gordon Liddy."

BRAIN: "Well, someone had too much Shasta on the airplane."

Brain: "These sets are uncanny! Where did you find them?"

Pinky: "Oh, I found them in the garage! Underneath Gnip Gnop, Cootie, and my poster of Henry Winkler."

Brain: "After many schmoozings with my Hollywood über-agent, Irving “Shifty” Bizarre…"