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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.