Kentucky

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

David Butler Director Gene Markey Producer Lamar Trotti Screenplay