Chief: "Until your mission is a success, [99 will] learn to do without you."
Max: "Yeah, Chief, but what if my mission is a failure?"
Chief: "We'll all learn to do without you."
Having inadvertantly destroyed Professor Parker's Electronic Fly listening device, Maxwell Smart must personally infiltrate a group of KAOS agents who are plotting to blow up the Pentagon. For this purpose he must appear to steal CONTROL money and lose it at a casino and get drunk at a bar - everything to lose his reputation. And only the Chief knows it's a secret mission - Max may not even tell 99.
- Maxwell Smart - Don Adams
- Agent 99 - Barbara Feldon
- The Chief - Edward Platt
- Parker - Milton Selzer
- Fang (uncredited)
- Alex (Brown) - Robert Ellenstein
- KAOS Agent #1 (Adam) - Arthur Batanides
- KAOS Agent #2 - Dave Barry
- KAOS Agent #3 - Clay Tanner
- Natasha (mentioned)
- The Texan - Gregg Palmer
- The Bartender - Fabian Dean
- The Drunk - Jack Orrison
- The Croupier - Robert Karvelas (uncredited)
- Card Player - Rose Michtom (uncredited)
- Ice-Cube Transmitter
- Fly Listening Device (Destroyed by Max)
- Absorbo Pills
- Shoe Phone
- Charm Record
- Light-Bulb Listening Device