Kentucky

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

Gene Markey Producer Lamar Trotti Screenplay David Butler Director