Kentucky

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

Gene Markey Producer David Butler Director Lamar Trotti Screenplay