| MALLE | Film director of note takes in everything (5) |
| WALLAROO | Australian boxer fighting to take in everything, two rounds later (8) |
| COSMOS | Politicos mostly take in everything around them (6) |
| HEED | Note, take ... of the warning |
| DIRECT | "Take note, take note, O world! / To be ____ and honest is not safe" (Iago in Othello) |
| LUMET | US film director of 12 Angry Men and Dog Day Afternoon (5) |
| ASHBY | US film director of Harold and Maude, Hal - (5) |
| ELLIE | Rene, French film director of 1944's It Happened Tomorrow (5) |
| CARNE | Marcel, French film director of Les Enfants du Paradis (5) |
| GANCE | Abel, French film director of 1927's Napoleon (5) |
| CAPRA | Italian-American film director of It's a Wonderful Life, d.1991 (5) |
| APTED | British film director of Coal Miner's Daughter and the Up! documentary series, Michael ... |
| HENCE | Turn in everything eventually (5) |
| ALLAH | Supreme Being in everything I see (5) |
| BAGEL | Symbol of nihilism in "Everything Everywhere All at Once" |
| OPERA | Musical milieu for one version of Evelyn, in "Everything Everywhere All at Once" |
| EULER | Mathematician whom Laplace described as 'our master in everything' |
| GUSTO | Last in everything, you miss out - no zest |
| KINGVIDOR | Film director, of Stella Dallas and Duel in the Sun |
| REED | Sir Carol, English film director of TheThird Man (4) |
