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This was the first film in which Judy Garland received top billing and was the first of many in which she co-starred with Mickey Rooney. This was also the first M-G-M film for Ronald Sinclair, who changed his name from Ra Hould, by which he was billed in several films prior to his contract with M-G-M. One news item noted that M-G-M planned to change the boy's name to Ronnie St. Clair, but that name was apparently never used. A Motion Picture Herald news item on July 31, 1937 noted that Douglas Scott was to replace Freddie Bartholomew in the picture, however, later Hollywood Reporter news item noted that Sinclair was to play the role. Bartholomew was involved in a contract dispute and lawsuit with M-G-M at the time. His suit was not settled until mid-October 1937, around the time this picture was completed. Although reviews list Harold Hough as assistant director, Screen Achievements Bulletin lists Charles O'Malley as first assistant director. It is unclear which man was the man assistant director or if both served in different capacities. A news item in Motion Picture Herald in August 1937 announced that Lewis Stone and Edna May Oliver were to co-star with Rooney in the picture, however, Stone was replaced by C. Aubrey Smith and Oliver was replaced by Sophie Tucker. Portions of the film were shot on location at Santa Anita Racetrack in San Gabriel, CA. A news item in Hollywood Reporter on March 17, 1938 reported that a sequel to this film was to be made entitled Thoroughbreds Together; none was made, however.