Kentucky

John Elliott as Cal James C. Morton as Bartender Charles Waldron as Thad Goodwin - 1938 Eugene Jackson as Jimmy Edwin Stanley as Banker Karen Morley as Mrs. Goodwin - 1861 Moroni Olsen as John Dillon - 1938 Walter Miller as Cavalry Sergeant Cliff Clark as Melish Carol Adams as Girl Billy McClain as Zeke Buster Slaven as Newsboy Tom Chatterton as Man at Race Track Charles Middleton as Southerner John Dilson as Man at Race Track Edward Earle as Man with Woman at Race Track Lee Shumway as Sergeant Robert Allen as Man Dancing with Sally (uncredited) Richard Greene as Jack Dillon Russell Hicks as Thad Goodwin Sr. - 1861 Stanley Andrews as Presiding Judge Eddie Dunn as Moving Man Howard Hickman as Banker Darby Jones as Duckfoot Eddie Kane as Mustached Bettor at Race Track Harold Miller as Dancer John Nesbitt as Commentator (voice) Cyril Ring as Dancer Lillian Yarbo as Magnolia Willard Robertson as Bob Slocum Leona Roberts as Grace Goodwin George H. Reed as Ben Dudley Dickerson as Chauffeur Harry Myers as Dancer Charles Lane as Auctioneer Charles Trowbridge as Doctor Hal K. Dawson as Auction Clerk Edward Keane as Man at Race Track Landers Stevens as Man at RAce Track Douglas Wood as Race Track Patron Eddie 'Rochester' Anderson as Groom Douglass Dumbrille as John Dillon - 1861 Robert Middlemass as Track Official Robert Lowery as Sally's Partner at Ball Charles R. Moore as Stable Swipe Walter Brennan as Peter Goodwin Bobs Watson as Peter Goodwin - 1861 Margaret Irving as Woman with Man at Race Track I. Stanford Jolley as Kentucky Derby Patron Larry Steers as Thaddeus' Friend Blue Washington as Bill Loretta Young as Sally Goodwin Madame Sul-Te-Wan as Lily Joan Valerie as Lucy Pemberton Delmar Watson as Thad Goodwin Jr. - 1861 Harry Hayden as Racing Secretary Matthew Beard as Black Child Chick Chandler as Betting Parlor Clerk

Gene Markey Producer Lamar Trotti Screenplay David Butler Director