Ober as Nicholas Simmons Lurene Tuttle as Mrs. Natalie Miller Harry Hickox as Police Chief Art Fuller George Chandler as Judge Harley Nast Charles Lane as Lawyer Whitlow Nydia Westman as Mrs. Cobb Reta Shaw as Mrs. Halcyon Maxwell James Millhollin as Mr. Milo Maxwell Robert Cornthwaite as Springer Cliff Norton as Charlie, the Bailiff Jim Boles as Billy Ray Fox James Begg as Herky Ceil Cabot as Bit/clubwoman Ellen Corby as Miss Neva Tremaine, the grade school teacher Dick Wilson as Bandleader Everett Greenbaum (uncredited) as male voice shouting "Attaboy, Luther!" June Foray (uncredited) as female voice shouting "Attaboy, Luther!" Burt Mustin (uncredited) as Mr. Deligondo Hal Smith (uncredited) as Calver Weems Hope Summers (uncredited) as Susanna Blush J. Edward McKinley (uncredited) as Mayor Carlyle Preston Production This film was produced by Universal Studios, which produced numerous classic horror films. Actor Don Knotts was best known at the time of the film's production for his Emmy Award-winning five seasons on the sitcom The Andy Griffith Show as small town deputy sheriff Barney Fife. Knotts planned to leave the television series at the end of the 1964–65 season in order to pursue a film career. He had already starred in The Incredible Mr. Limpet (1964). Andy Griffith, Knotts' co-star on The Andy Griffith Show, suggested expanding on an episode from the television series involving a deserted house (the old Rimshaw house in the episode "Haunted House" aired October 1963) in which Barney, Gomer, and Andy retrieve a baseball of Opie and his friend from the house. As The Andy Griffith Show approached the end of the 1964-65 season, Knotts asked two of the sitcom's writers, Jim Fritzell and Everett Greenbaum, if they would be interested in working on a screenplay for him during the sitcom's hiatus. They agreed, and Universal put Fritzell and Greenbaum under contract. The story outline was worked out by Fritzell, Greenbaum, Knotts, Griffith, and producer Edward Montagne in a series of meetings, with Griffith given a token compensation (and no screen credit) for his input, which included the idea of making the line "Attaboy, Luther!" a running gag. Knotts also claimed to have had a hand in writing the actual screenplay, though he acknowledged that Fritzell and Greenbaum did the lion's share of it. Greenbaum came up with the film's title, after the original title "Running Scared" turned out to be unavailable. After he learned that