Chief: "[KAOS has] raised the price on your head to $500,000."
Max: "$500,000? That's a half a million dollars. That's terrible, Chief. I mean a quarter of a million dollars is a reasonable price for killing a man, but a half a million dollars caters to greed."
- Maxwell Smart - Don Adams
- Agent 99 - Barbara Feldon
- The Chief - Edward Platt
- Joe Froebus (Agent 63) - Craig Huebing
- Agent 13 - David Ketchum
- Larabee - Robert Karvelas (uncredited)
- Siegfried - Bernie Kopell (uncredited)
- Dr. Noodelman - Charles Irving
- KAOS Hood - Dort Clark
- Valdez (uncredited)
- Melvin Forrester (uncredited)
- Hampton's Waiter (uncredited)
Weapons and Gadgets