AFI Catalog of Feature Films
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Director: David Butler (Dir)
Release Date:   30 Dec 1938
Production Date:   3 Sep--late Oct 1938
Duration (in mins):   96
Duration (in feet):   8,630
Duration (in reels):   11
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Cast:   Loretta Young (Sally Goodwin)  
    Richard Greene (Jack Dillon)  
    Walter Brennan (Peter Goodwin)  
    Douglas Dumbrille (John Dillon, 1861)  
    Karen Morley (Mrs. Goodwin, 1861)  
    Moroni Olsen (John Dillon, 1938)  
    Russell Hicks (Thad Goodwin, Sr., 1861)  
    Willard Robertson (Bob Slocum)  
    Charles Waldron (Thad Goodwin, 1938)  
    George Reed (Ben)  
    Bobs Watson (Peter Goodwin, 1861)  
    Delmar Watson (Thad Goodwin, Jr., 1861)  
    Leona Roberts (Grace Goodwin)  
    Charles Lane (Auctioneer)  
    Charles Middleton (Southerner)  
    Harry Hayden (Racing secretary)  
    Robert Middlemass (Track official)  
    Madame Sul-Te-Wan (Lily)  
    Cliff Clark (Melish)  
    Meredith Howard (Susie May)  
    Fred Burton (Presiding officer)  
    Charles Trowbridge (Doctor)  
    Eddie Anderson (Groom)  
    Stanley Andrews (Presiding judge)  
    Billy McClain (Zeke)  
    John Nesbitt (Commentator)  
    Joan Valerie (Lucy Pemberton)  
    Chick Chandler (Clerk)  
    Hal K. Dawson (Clerk)  
    Mildred Gever (Cleo)  
    Thaddeus Jones (Zeb)  
    Howard Hickman (Banker)  
    Ed. Stanley (Banker)  
    Frank Jaquet (Banker)  
    Daisy Lee Mothershed (Louella)  
    Walter Miller (Cavalry Sergeant)  
    Dudley Dickerson (Chauffeur)  
    Lee Shumway (Sergeant)  
    Buster Slaven (Newsboy)  
    James C. Morton (Bartender)  
    J. H. Allen (Swipe)  
    James Adamson (Swipe)  
    Charles Moore (Swipe)  
    Lillian Yarbo (Magnolia)  
    John Elliott (Purchaser)  
    Eddie Dunn (Workman)  
    Harrison Greene (Manager)  
    Sherry Hall (Chalker)  
    Blue Washington (Bill)  
    Eugene Jackson (Black child)  
    Stymie Beard (Black child)  
    John Dilson (Man at track)  
    Landers Stevens (Man at track)  
    Lee Murray (Palisades' jockey)  
    Jimmy Eagles (Jockey)  
    Willie Saunders (Postman's jockey)  
    Bob Thompson (Blue Grass's jockey)  
    Darby Jones (Duckfoot)  
    Bernice Pilot    
    Edward Keane    
    Tom Chatterton    
    Edward Earle    
    Douglas Wood    
    Margaret Irving    

Summary: In Kentucky during the Civil War, John Dillon, a local horse breeder originally from Massachusetts, leads a company of Union soldiers to Elmtree Farm, which belongs to a competing breeder, Thad Goodwin, with orders to confiscate the horses of known rebel sympathizers. When Goodwin sees his prize horses being taken, he pulls out a gun, but Dillon shoots and kills him. Goodwin's young son Peter runs out crying and screaming at the departing soldiers. In 1938, Peter, now a crotchety old man, still resides on Elmtree Farm and raises horses with his niece Sally. Dillon's grandson Jack returns from England, where he has been learning the banking business for eight years. Although Jack wants to breed, train and race horses, his father convinces him to work in his bank and train horses as a hobby. Sally's father encounters Jack's father at the track and asks if he could get a loan from his bank to buy cotton. Dillon says that he will take the matter up with his board, and then, because Jack is anxious to cross horses with the Dillons', they roll dice to see who will give up a horse to the other. Dillon loses and writes Goodwin a note for the horse. When Dillon speaks against the loan to the board of the bank because it is for speculation in cotton, Jack argues against his father and questions whether his motives are personal. The loan does not pass, and when cotton prices fall, Goodwin has a heart attack and dies. Jack leaves his father's home after an argument about the loan. After the Goodwins are forced to auction nearly all their horses, Jack offers his services to Sally, who does not know he is a Dillon, as a trainer of their last prize horse, "Bessie's Boy." Although she says that they cannot pay him, he offers to train the horse for nothing until the horse wins. During a storm, Sally drives to get a doctor for her ill mother after the phone wires have come down, but a tree falls and blocks the path of her car. She then saddles Bessie's Boy, and despite the objections of Peter, who warns that running the horse on cement will ruin him, she rides off. The horse's legs are injured from the four mile run, and after her mother dies, Sally and Peter are forced to give up the farm. After Sally finds the note from Dillon offering any two-year-old at his farm, she goes to the Dillon farm with Peter, who hates the Dillons. Although Sally wants to take "Postman," who has the appearance of a winner, she defers to Peter's judgment about a "runt" horse which, he says, has "the look of eagles" in his eye, a look he has seen only a few times before. They name the horse "Blue Grass," and after a few weeks, Jack and Sally are skeptical about him, but Peter predicts that the horse just needs time. As their romance grows, Jack tries to tell Sally of his identity but can't. Soon Blue Grass's time improves, and they decide to enter him in a prep race prior to the Kentucky Derby. Before the race begins, Sally learns Jack's real identity, and even though the horse wins, she and Peter have Jack paid off. At a dance before the derby, Jack explains to Sally that he didn't think she would allow him to train her horse if she knew he was a Dillon, and she accuses him of trying to insure Postman's victory. Before he leaves her, he warns that Blue Grass's jockey should not use a whip, because the horse sulks when he is whipped. He also says that he loves her. When Peter instructs the jockey to whip the horse when he gets to the eighth pole, Sally countermands the order, which greatly upsets Peter. Jack reconciles with his father, but roots for Blue Grass. During the race, as Blue Grass and Postman run neck and neck, the jockey uses the whip, and Blue Grass falls behind, but the jockey soon stops the beating and Blue Grass wins. Sally embraces Jack, but Peter collapses before the decoration ceremony and dies. At his funeral, Dillon eulogizes him and the passing of a phase of American life. 

Production Company: Twentieth Century-Fox Film Corp.  
Production Text: Darryl F. Zanuck in charge of production
Distribution Company: Twentieth Century-Fox Film Corp.  
Director: David Butler (Dir)
  Otto Brower (2d unit dir)
  Ad Schaumer (Asst dir)
Producer: Gene Markey (Assoc prod)
Writer: Lamar Trotti (Scr)
  John Taintor Foote (Scr)
Photography: Ernest Palmer (Photog)
  Ray Rennahan (Photog)
  Harry Jackson (2d unit cam crew)
  Thad Brooks (2d unit cam crew)
  Russ Crane (2d unit cam crew)
  Roy Clark (2d unit cam crew)
  Phil Mandella (2d unit cam crew)
  Charles P. Boyle (2d unit cam crew)
  Peter Keane (2d unit cam crew)
  "Kansas" Grosso (2d unit cam crew)
  Roger Mace (2d unit cam crew)
  Bill Whitley (2d unit cam crew)
Art Direction: Bernard Herzbrun (Art dir)
  Lewis Creber (Art dir)
Film Editor: Irene Morra (Film ed)
Set Decoration: Thomas Little (Set dec)
Costumes: Gwen Wakeling (Cost)
Music: Louis Silvers (Mus dir)
Sound: Donald Flick (Sd)
  Roger Heman (Sd)
Make Up: Bud Westmore (Makeup)
Production Misc: Walter Strohm (Chief eng)
  Harry Brand (Publicity)
Color Personnel: Natalie Kalmus (Technicolor color dir)
  Henri Jaffa ([Technicolor] assoc)
Country: United States

Source Text: Based on the novel The Look of Eagles by John Taintor Foote (New York, 1916)
Authors: John Taintor Foote

Copyright Claimant Copyright Date Copyright Number
Twentieth Century-Fox Film Corp. 30/12/1938 dd/mm/yyyy LP8876

PCA NO: 4710
Physical Properties: col: Technicolor
  Sd: Western Electric Mirrophonic Recording

Genre: Drama
Sub-Genre: Horse race
Subjects (Major): Fathers and sons
  Impersonation and imposture
Subjects (Minor): Auctions
  African Americans
  Heart disease
  Kentucky Derby
  United States--History--Civil War, 1861-1865

Note: According to MPH , this film began as "a fairly representative production in what is still referred to as the 'A' bracket," but studio head Darryl Zanuck, after seeing rushes, decided on using Technicolor for the whole film and increased the budget considerably. According to this review, the cost of the ten-day cross-country promotional tour for the film "cost as much as most better-class westerns." After the opening Civil War sequence, the present day story is introduced by offscreen narration, a device that MPH called "an innovational departure." During this section, which describes the continuation of the tradition of the thoroughbred through improvements in the American racehorse, a number of famous Kentucky-bred champion racehorses are presented, including Gallant Fox, Omaha, Hard Tack, Chance Play and Man of War, who is called the greatest racehorse. According to a publicity program for the film, a location company headed by director David Butler, who himself was a stable owner of eight horses, went to Kentucky to film the Kentucky Derby. Butler obtained the technical advice and help of Matt Winn, the president of the racing board, who, according to the program, was "known as the father of racing in Kentucky"; Howard Oots, who loaned his farm near Lexington for filming; Hal Price Headley, of the Keeneland track; Harkness Edwards, whose Castleton and Walnut Hill Farms were used; and Warren Wright, who donated his famed $2,000,000 Calumet Farms for filming. In addition, a $100,000 set was built at Twentieth Century-Fox's Movietone City to match one of the farms, and extensive filming was done at the Hollywood Track in Inglewood, CA., where the track was transformed using vegetation indigenous to Kentucky. A number of horses awaiting a Santa Anita meet were secured for the film. According to the program, the following ex-jockeys were employed for the film: Willie "Smokey" Saunders and Charlie Burrell, two Kentucky Derby winners; Carl Meyers; Beryle Tatum; Bruce Galbraith; Bob Thompson; Jack Howard; Bob Folkerson; Clyde Kennedy; Dickie Mathis; Al Rampau; A. E. Ricketts; and Jack Gilman. In addition, Frank Herbert, a silk maker for various stables, made the silks for the jockeys in the film.
       According to news items, Don Ameche was originally cast for the male lead, but was replaced by Richard Greene after undergoing a tonsillectomy. According to a May 1938 HR news item, Arleen Whelan was scheduled for the female lead. Reviewers praised the Technicolor photography, with Var stating that Loretta Young's "lensing in tints will be accepted as the best of any actress to date." They went on, however, to note that both Young's and Greene's performances were "overshadowed by [Walter] Brennan's brilliant portrayal." Brennan received the Academy Award for Supporting Actor for his performance in this film. Ralph Morgan and James West are listed as cast members in HR production charts; while Morgan was not in the final film, West's inclusion is unconfirmed. 

Bibliographic Sources:   Date   Page
American Cinematographer   Feb 39   p. 52.
Box Office   24 Dec 1938.   
Daily Variety   15 Dec 38   p. 3.
Film Daily   20 Dec 38   p. 8.
Hollywood Reporter   11 Apr 38   p. 3.
Hollywood Reporter   20 May 38   p. 1.
Hollywood Reporter   31 Aug 38   p. 3.
Hollywood Reporter   3 Sep 38   p. 9.
Hollywood Reporter   22 Oct 38   p. 7.
Hollywood Reporter   15 Dec 38   p. 3.
Los Angeles Examiner   17 Jan 1938.   
Motion Picture Daily   31 Aug 38   p. 7.
Motion Picture Daily   19 Dec 38   p. 2.
Motion Picture Herald   24 Dec 38   p. 37, 40
New York Times   24 Dec 38   p. 12.
Variety   21 Dec 38   p. 14.

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The American Film Institute is grateful to Sir Paul Getty KBE and the Sir Paul Getty KBE Estate for their dedication to the art of the moving image and their support for the AFI Catalog of Feature Films and without whose support AFI would not have been able to achieve this historical landmark in this epic scholarly endeavor.
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