Television history is littered with movies that feel like they should have been bigger. They have the pedigree. They have the mood. They have the talent. One of those projects that still pops up on late-night cable or deep in the "Movies You Might Like" algorithm is the 1994 CBS thriller Incident in a Small Town. It was actually the third and final installment of the "Barnum and Scott" series, starring two of the most recognizable faces of the 20th century.
When people look up the incident in a small town cast, they usually aren't just looking for a list of names. They want to know what happened to that specific chemistry between Walter Matthau and Harry Morgan. They want to know where the supporting actors—some of whom were just starting out—ended up. Honestly, the film is a time capsule. It captures a moment where old Hollywood legends were still working at a high level, even as the industry was shifting toward the high-octane procedural era of the late 90s.
The Heavy Hitters: Matthau and Morgan
You can't talk about this cast without starting at the top. Walter Matthau played Harmon Cobb, and Harry Morgan played Judge Bell.
Matthau was a force. By the time 1994 rolled around, he was basically a living monument to the "grumpy but lovable" archetype. He’d already done The Odd Couple and Grumpy Old Men. In this movie, he brings a certain weight. It’s not just comedy; it’s a lawyer trying to do right in a town that feels increasingly claustrophobic. Matthau stayed active right up until he passed in 2000. If you watch his performance here, you see the precision. He wasn’t just "phoning it in" for a TV movie.
Then there’s Harry Morgan.
Most people know him as Colonel Potter from MASH*. In this film, he’s the perfect foil for Matthau. Their rapport felt real because, frankly, it was. They had worked together on the previous two films in this series—The Incident (1990) and Against Her Will: An Incident in Baltimore (1992). Morgan lived a long, full life, passing away in 2011 at the age of 96. His role in this specific cast was to provide the moral anchor. He did it with that trademark steady voice that made you feel like everything might actually be okay.
The Supporting Players: Where are they now?
The incident in a small town cast also featured a mix of veteran character actors and faces that would become much more familiar in the years following the film's release.
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Take Stephanie Zimbalist. She played Lily Dodge. Zimbalist was already a household name because of Remington Steele, but this role let her play something a bit more grounded. Since the mid-90s, she’s moved more toward stage work and voice acting. She didn't chase the blockbuster dragon, which is something a lot of actors from that era did. Instead, she focused on craft.
Then you have the antagonists and the locals.
- Nick Stahl. He played John Dodge. This is a big one. Stahl was a child actor who really broke out around this time. If the name sounds familiar, it’s because he went on to play John Connor in Terminator 3: Rise of the Machines and had a massive role in HBO’s Carnivàle. He’s had a complicated career with some personal ups and downs, but he remains one of the most talented actors of his generation. Seeing him in this 1994 TV movie is like seeing a future star in the making.
- Heather McComb. She played Gena. McComb is one of those "I know that face" actors. She’s been in everything from Party of Five to Ray Donovan. She’s a working actor's actor.
- Barnard Hughes. He played the older version of Arthur. Hughes was a Tony and Emmy winner. He brought a level of prestige to the set that you don't always find in "Movie of the Week" productions.
Why the Chemistry Worked
The reason people still search for this cast is simple.
It wasn't a "stunt cast."
Oftentimes, TV movies in the 90s would throw three random B-list stars together and hope for the best. This was different. Because Matthau and Morgan had done three of these films together, they had a shorthand.
The director, Delbert Mann, was also a huge factor. Mann had won an Oscar for Marty (1955). He knew how to direct actors. He wasn't interested in flashy camera moves. He wanted the dialogue to breathe. When you have a cast led by Matthau, you let the man talk. You don't cut every two seconds.
The Mystery of the "Missing" Third Movie
A lot of fans get confused because the series shifted titles. It started with The Incident. Then it was Against Her Will. Finally, it became Incident in a Small Town.
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This makes tracking the incident in a small town cast a little tricky for collectors. If you're looking for the full story of these characters, you have to look at the evolution across all three films. In the first movie, set in the 1940s, the stakes are very different. By the time we get to the "Small Town" incident, the world has changed. The characters are older. The legal landscape is different.
Technical Legacy and Production Details
The film was produced by RHI Entertainment. They were the kings of the TV movie era. They knew how to make something look expensive on a television budget.
Filming took place in various locations that could pass for a sleepy, somewhat stagnant American town. This atmosphere was crucial. The cast had to look like they belonged in the humidity and the silence.
Matthau’s health was already a concern for fans at this point. He looked older. He moved a bit slower. But his timing?
Perfect.
Absolutely perfect.
Misconceptions About the Cast
One of the biggest rumors that pops up on forums is that the cast didn't get along.
That's basically nonsense.
By all accounts, the set was professional. Morgan and Matthau were old-school. They showed up, knew their lines, and hit their marks. There wasn't "method acting" drama. There weren't trailers being flipped over. It was a group of professionals finishing a trilogy they cared about.
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Another misconception is that this was a pilot for a TV show.
It wasn't.
It was always intended to be a standalone film, even if it was part of a loose trilogy. The producers knew that getting stars like Matthau for a weekly series would be impossible and, frankly, way too expensive.
The Lasting Impact of the Incident in a Small Town Cast
When you look back at the incident in a small town cast, you’re looking at the end of an era. Shortly after this, the "Movie of the Week" began to die out. Cable took over. HBO started making high-end series. The idea of a quiet, character-driven legal thriller on CBS became a relic.
But for those who appreciate the nuance of a well-delivered monologue, this cast delivered.
Actionable Next Steps for Fans and Researchers
If you want to truly appreciate what this cast did, don't just watch the third movie. Here is how to actually dive into the work:
- Watch in Order: Track down the 1990 original, The Incident. It sets the tone for the relationship between Harmon Cobb and Judge Bell. You can usually find it on secondary streaming services or DVD sets.
- Check the Filmography: If you liked Nick Stahl here, watch The Man Without a Face. It was released around the same time and shows his incredible range as a young actor.
- Study the Screenplay: The writing by Michael Norell and James Norell is a masterclass in "show, don't tell." Notice how much information Matthau conveys just with a sigh or a look.
- Contextualize the Era: Look at other RHI Entertainment productions from 1993-1995. You'll see a pattern of high-quality, star-driven dramas that helped define the pre-internet television landscape.
The incident in a small town cast wasn't just a collection of actors; it was a gathering of some of the best talent the industry had to offer, working in a genre that was about to disappear. It’s worth the watch, even decades later.