Kentucky

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

Lamar Trotti Screenplay Gene Markey Producer David Butler Director