Archive footage from Potemkin (1925), with English dialogue dubbed in by American actors, is combined with new footage to tie together the brave stand of Odessa Russian guerrilla bands of the 1940's against German forces with the similar situation of 1905 when Odessa citizens aided in the revolt against the Czar as depicted in Eisenstein's classic Potemkin (1925).
| Actor | Role |
|---|---|
 Aleksandr Antonov('Potemkin' sequence) (archive footage) | ('Potemkin' sequence) (archive footage) |
 Grigori Aleksandrov('Potemkin' sequence) (archive footage) | ('Potemkin' sequence) (archive footage) |
 Vladimir Barsky('Potemkin' sequence) (archive footage) | ('Potemkin' sequence) (archive footage) |
 Henry HullGuerilla leader | Guerilla leader |
 Jack LambertSpeaker | Speaker |
 Aline MacMahonOdessa Citizen | Odessa Citizen |