Kentucky

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

Lamar Trotti Screenplay David Butler Director Gene Markey Producer