| Before any of us can remember, perhaps | 38 |
| Breaking Benjamin "Dear ___" | 38 |
| Basketball's Olajuwan, before 1991 | 38 |
| By the piece vs. by the plate, perhaps | 38 |
| Baseball postseason semifinal, briefly | 38 |
| Beverage that's bitterer than beer | 38 |
| Brother of William, Daniel and Stephen | 38 |
| Brother of Stephen, William and Daniel | 38 |
| Brother of Daniel, William and Stephen | 38 |
| Baldwin of "Cats & Dogs" | 38 |
| Baldwin of 'To Rome With Love' | 38 |
| Baldwin of ''30 Rock'' | 38 |
| Ben Stiller, in "Madagascar" | 38 |
| Baba of "The Arabian Nights" | 38 |
| Berlin's "All ___": 1924 | 38 |
| Baseball's Mattie, Felipe or Jesus | 38 |
| Baseball's Matty, Felipe and Jesus | 38 |
| Baseball's 'Hebrew Hammer' | 38 |
| Broadway's "Me ___ Girl" | 38 |
| Beach Boys hit "Barbara ___" | 38 |
| Belgian city where Frans Hals was born | 38 |
| Broken Cure song off "Wish"? | 38 |
| Besides, with ''from'' | 38 |
| Brahmin "Simpsons" character | 38 |
| Body of water on 60° East longitude | 38 |
| Base times height, for a parallelogram | 38 |
| Boston's TD Banknorth Garden, e.g. | 38 |
| Building often named for a corporation | 38 |
| Bizet's "Habanera," e.g. | 38 |
| British composer of "Alfred" | 38 |
| Bring before a judge to answer charges | 38 |
| Band that's from England, actually | 38 |
| Bicycle Thief "Everyone ___" | 38 |
| Buffett in "Too Big to Fail" | 38 |
| B.A.'S GROUP, WITH "THE" | 38 |
| Books that may display where and tear? | 38 |
| Brother of Brynhild, in Icelandic myth | 38 |
| British Prime Minister: 1945–51 | 38 |
| Beginning of Chrysler's biography? | 38 |
| Brandon Boyd "All Ears ___!" | 38 |
| Bear Bryant's ball club, for short | 38 |
| Book chain owned by Barnes & Noble | 38 |
| Barnes & Noble acquired it in 1987 | 38 |
| Balzac's "La Cousine --" | 38 |
| B2B opportunity for state fair judges? | 38 |
| B2B opportunity for game show viewers? | 38 |
| Become impeded (with "down") | 38 |
| Big name in noise-canceling headphones | 38 |
| Breakfast cereal ingredient, sometimes | 38 |
| Butler of "Grace Under Fire" | 38 |
| Baked ___ (appetizer in a puff pastry) | 38 |
| Battle site of the American Revolution | 38 |
| Bit of scheduling luck at a tournament | 38 |
| Bates's "Misery" co-star | 38 |
| Baja California resort city, for short | 38 |
| Boutros Boutros-Ghali's birthplace | 38 |
| Bruce Springsteen "Erie ___" | 38 |
| Bar placed across a guitar fingerboard | 38 |
| Blanchett who played Katharine Hepburn | 38 |
| Broadway's longest-running musical | 38 |
| Broadway's longest running musical | 38 |
| Broadway's Grizabella and Macavity | 38 |
| Brings into the conversation, in a way | 38 |
| Beginning and ending of every classic? | 38 |
| Brand that contains "Retsyn" | 38 |
| Balzac's "___ Birotteau" | 38 |
| British crown colony from 1802 to 1948 | 38 |
| Baseball's 'Georgia Peach' | 38 |
| Buzz on "The Simpsons," e.g. | 38 |
| Bach's "Brandenburg ___" | 38 |
| Bottle part that goes "pop!" | 38 |
| Bird with an elaborate courtship dance | 38 |
| Blue Öyster ___ (heavy-metal band) | 38 |
| Bangladesh's capital, old spelling | 38 |
| Broadway's "___ Yankees" | 38 |
| Bellow's "Seize the ___" | 38 |
| Beatles: "A ___ in the Life" | 38 |
| Bill that once featured Saddam Hussein | 38 |
| Barry Levinson's directorial debut | 38 |
| Big ___ (group of stars in Ursa Major) | 38 |
| Beach Boys: "Radio King ___" | 38 |
| Beats by Dr. ___ (brand of headphones) | 38 |
| Beats by ___ (popular headphone brand) | 38 |
| Barely enough to wet one's whistle | 38 |
| Bill and Ted and Mario and Luigi, e.g. | 38 |
| Becoming extinct, with "out" | 38 |
| BBC documentary "Planet ___" | 38 |
| Backs off, with ''up'' | 38 |
| Bacheller's "___ Holden" | 38 |
| Bacheller's "--- Holden" | 38 |
| Bacterium found in the lower intestine | 38 |
| Beats by a nose (with "out") | 38 |
| Bumping into one could provide a shock | 38 |
| Barely maintain (with "out") | 38 |
| Barely squeak by, with "out" | 38 |
| Barely sustained, with "out" | 38 |
| Barely achieved (with "out") | 38 |
| Barely achieves (with "out") | 38 |
| Barely managing (with "out") | 38 |
| Barely acquiring, with "out" | 38 |