Kentucky

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

David Butler Director Gene Markey Producer Lamar Trotti Screenplay