Middleton as Southerner 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 Charles Trowbridge as Doctor Eddie 'Rochester' Anderson as Groom Stanley Andrews as Presiding Judge Blue Washington as Bill Howard Hickman as Banker (uncredited) Larry Steers as Thaddeus' Friend (uncredited) Lillian Yarbo as Magnolia (uncredited) Notes Walter Brennan won his second Oscar (Best Supporting Actor) in his role as Peter Goodwin. References External links 1938 films Films featuring a Best Supporting Actor Academy Award-winning performance 1938 drama films 1930s sports drama films 1930s color films American horse racing films Films about gambling Films set in Kentucky Films directed by David Butler Films shot in Kentucky Films with screenplays by Lamar Trotti Films scored by Louis Silvers Films based on Romeo and Juliet 20th Century Fox films American sports drama films 1930s American films