Guest Stars Claude Akins as Sgt. Al Reardon Marj Dusay as Helen Layton Co Starring Ward Wood as Lt. Art Malcolm Dennis Patrick as Frankie West Gloria LeRoy as Jenny Dobbs Louis Guss as Ellis Varko Bill McLean as Aaron Coolie 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