Kentucky

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

Gene Markey Producer David Butler Director Lamar Trotti Screenplay