Trailer
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 | Loretta Young as Sally Goodwin |
 | Richard Greene as Jack Dillon |
 | Walter Brennan as Peter Goodwin |
 | Douglass Dumbrille as John Dillon - 1861 |
 | Karen Morley as Mrs. Goodwin - 1861 |
 | Moroni Olsen as John Dillon - 1938 |
 | Russell Hicks as Thad Goodwin Sr. - 1861 |
 | Willard Robertson as Bob Slocum |
 | Charles Waldron as Thad Goodwin - 1938 |
 | Bobs Watson as Peter Goodwin - 1861 |
 | Delmar Watson as Thad Goodwin Jr. - 1861 |
 | Leona Roberts as Grace Goodwin |
 | Charles Lane as Auctioneer |
 | Charles Middleton as Southerner |
| George Reed as Ben |
 | Harry Hayden as Racing Secretary |
 | Robert Middlemass as Track Official |
 | Madame Sul-Te-Wan as Lily |
 | Cliff Clark as Melish |
| Meredith Howard as Susie May |
 | Frederick Burton as Presiding Officer |
 | Charles Trowbridge as Doctor |
 | Eddie "Rochester" Anderson as Groom |
 | Stanley Andrews as Presiding Judge |
| Carol Adams as Girl |
| James Adamson as Stable Swipe |
| John Henry Allen as Stable Swipe |
| Eddie Arcaro as Kentucky Derby Jockey |
 | Matthew 'Stymie' Beard as Black Child |
 | Chick Chandler as Betting Parlor Clerk |
 | Tom Chatterton as Man at Race Track |
| James Conaty as Dance Extra |
| Hal K. Dawson as Auction Clerk |
 | Dudley Dickerson as Chauffeur |
 | John Dilson as Man at Race Track |
 | Eddie Dunn as Moving Man |
| James Eagles as Jockey Involved in Disqualification |
 | Edward Earle as Man with Woman at Race Track |
 | John Elliott as Cal |
| Mildred Gover as Cleo |
| Harrison Greene as Betting Parlor Manager |
| Sherry Hall as Chalker |
 | Howard Hickman as Banker |
| John Hiestand as Derby Radio Announcer |
 | Margaret Irving as Woman with Man at Race Track |
 | Eugene Jackson as Jimmy |
| Frank Jaquet as Martin |
 | I. Stanford Jolley as Kentucky Derby Patron |
 | Darby Jones as Duckfoot |
| Thaddeus Jones as Zeb |
| Eddie Kane as Mustached Bettor at Race Track |
 | Edward Keane as Man at Race Track |
 | Robert Lowery as Sally's Partner at Ball |
 | Billy McClain as Zeke |
 | Harold Miller as Dancer |
 | Walter Miller as Cavalry Sergeant |
 | Charles R. Moore as Stable Swipe |
| Edmund Mortimer as Dancer |
| James C. Morton as Bartender |
| Daisy Lee Mothershed as Louella |
| Lee Murray as Palisades' Jockey |
| Harry Myers as Dancer |
| John Nesbitt as Commentator (voice) |
| Bernice Pilot as African-American Servant |
 | Cyril Ring as Dancer |
| Henry Roquemore as Betting Parlor Patron |
| Willie Saunders as Postman's Jockey |
 | Lee Shumway as Sergeant |
 | Buster Slaven as Newsboy |
| Edwin Stanley as Banker |
| Larry Steers as Thaddeus' Friend |
 | Landers Stevens as Man at RAce Track |
| Bobbie Thomson as Blue Grass' Jockey |
 | Joan Valerie as Lucy Pemberton |
 | Blue Washington as Bill |
 | Douglas Wood as Race Track Patron |
| Lillian Yarbo as Magnolia |
| Sam Harris as Dancer |
| Robert 'Tex' Allen as Man Dancing with Sally (uncredited) |
| Writing | |
| John Taintor Foote | Screenplay |
Production | |
| Darryl F. Zanuck | Executive Producer |
Art | |
| Thomas Little | Set Decoration |
Costume & Make-Up | |
| Gwen Wakeling | Costume Design |
Writing | |
| Lamar Trotti | Screenplay |
Art | |
| Bernard Herzbrun | Art Direction |
Camera | |
| Ray Rennahan | Director of Photography |
Directing | |
| David Butler | Director |
Editing | |
| Irene Morra | Editor |
Production | |
| Gene Markey | Producer |
Camera | |
| Ernest Palmer | Director of Photography |
Art | |
| Lewis H. Creber | Art Direction |
Camera | |
| Roy Clark | Additional Camera |
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