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 Bill McLean as Aaron Coolie Gloria LeRoy as Jenny Dobbs Louis Guss as Ellis Varko Robert Ruth as Denby Dennis Redfield as Dennis Hicks Jeanne Bates as Mary Reardon Joan Shawlee as Duchess / Annie Vincent Barbi as Bartender Robert Swan as Nick Briscoe Uncredited Hal Needham as Henchman #2 Charles Picerni as Henchman #1