Kentucky

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

Lamar Trotti Screenplay David Butler Director Gene Markey Producer