Kentucky

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

David Butler Director Lamar Trotti Screenplay Gene Markey Producer