Kentucky

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

Lamar Trotti Screenplay Gene Markey Producer David Butler Director