Kentucky

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

Lamar Trotti Screenplay David Butler Director Gene Markey Producer