Co Starring Ward Wood as Lt. Art Malcolm Jerry Hausner as Rudy Grace Albertson as Professor Elaine Resnick Peggy Walton-Walker as Bonnie Byron Morrow as Hartigan Richard Karie as Nick Norman Alden as Travers William "Billy" Benedict as Popcorn Vendor Michael Vandever as Leonard Brix Lev Mailer as Kopell Carolyn Ferguson as Usherette Sid Grossfeld as Dispatcher Chick Chandler as Antrim Scott Jim Hicklin as Pete Panelli Ben Cooper as Frank Jeff Davis as Judd Goerner Alex Gerry as Slatoff Byron Mabe as Olin Keith Walker as Newscaster Uncredited Al Roberts as Air Traffic Controller Mark Russell as Henchman Ron Nyman as Reporter Eddie Garrett as Reporter