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According to Motion Picture Herald, 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 Motion Picture Herald 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 Hollywood Reporter news item, Arleen Whelan was scheduled for the female lead. Reviewers praised the Technicolor photography, with Variety 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 Hollywood Reporter production charts; while Morgan was not in the final film, West's inclusion is unconfirmed.