Kentucky

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

Lamar Trotti Screenplay David Butler Director Gene Markey Producer