Don Knotts .... Jesse W. Heywood
Barbara Rhoades .... Penelope Cushings
Jackie Coogan .... Basch
Don 'Red' Barry .... Reverend Zachary Gant
Ruth McDevitt .... Olive
Frank McGrath .... Remmington
Terry Wilson .... Welsh
Carl Ballantine .... Swanson
Pat Morita .... Wong
Robert Yuro .... Arnold the Kid
Herb Voland .... Dr. Friedlander
Fay DeWitt .... Violet
Dub Taylor .... Pop McGovern
Hope Summers .... Celia
Dick Wilson .... Indian Chief

Jesse W. Haywood graduates from dental school in Philadelphia in 1870 and goes west "to fight oral ignorance." Meanwhile stagecoach robber Penelope "Bad Penny" Cushing is offered a pardon if she will track down a ring of gun smugglers. She tricks the bungling Haywood into a fictitious marriage as a disguise, and he becomes the heroic "Doc the Haywood" after he guns down "Arnold the Kid" and performs other exploits with Penny's help (unbeknown to him or anyone else).

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