A lovesick girl and her grandfather groom their filly for the Kentucky Derby.
Margaret O'Brien
as Clarabel Tilbee
Walter Brennan
as Ned Otis
Charlotte Greenwood
as Miz Agnes Tilbee
John Lupton
as Chad Chadburn
Byron Palmer
as Hoppy Hollis
Lisa Davis
as Candy Trent
Gus Schilling
as Joe Page
Hugh Sanders
as Sobbing Sam Cooney
Walter Baldwin
as Doc Brock
Harry Tyler
as Beed Wickwire
Leonid Kinskey
as Vasily
Paul E. Burns
as Squeaky Bob
