Guest Stars Marj Dusay as Helen Layton Claude Akins as Sgt. Al Reardon Co Starring Ward Wood as Lt. Art Malcolm Dennis Patrick as Frankie West Robert Swan as Nick Briscoe Bill McLean as Aaron Coolie Gloria LeRoy as Jenny Dobbs Jeanne Bates as Mary Reardon Joan Shawlee as Duchess / Annie Louis Guss as Ellis Varko Robert Ruth as Denby Dennis Redfield as Dennis Hicks Vincent Barbi as Bartender Uncredited Charles Picerni as Henchman #1 Hal Needham as Henchman #2