"Well, it seems you have us outnumbered, Miss Cleveland. I think you'd better give up!"
- Maxwell Smart - Don Adams
- Agent 99 - Barbara Feldon
- Chief - Edward Platt
- Busby - Ward Wood
- Huffiger (mentioned)
- Tolliver - Ivan Bonar
- Dr. von Shickel - Pete Barbutti
- Shandar the Great (uncredited)
- Woman Passenger - Rose Michtom
- Airport Announcer (uncredited voice)
Weapons and Gadgets
- Max claims that he's known 99 since she was 24 (but doesn't provide her current age).
- Max and 99 announce their engagement to the Chief (despite 99 talking about meeting Max's future mother-in-law while sitting right next to the Chief in the episode aired the previous week).
- Despite being seen in numerous Get Smart episodes, this is "Aunt Rose" Michtom's only credited appearance - and her only speaking role - of the series.
- The title refers to the 1966 Czechoslovak film Closely Watched Trains.