Directed by

Edmund Mortimer
Made by

20th Century Fox
See current US streaming, rental, and purchase options for Kentucky (1938) via JustWatch.
Read the complete plot summary and ending explained for Kentucky (1938). From turning points to emotional moments, uncover what really happened and why it matters.
During the Civil War, Thad Goodwin Sr. of Elmtree Farm, a local horse breeder, resists Captain John Dillon and a company of Union soldiers who try to confiscate his prize horses. He is killed by Dillon, and his youngest son, Peter Goodwin, weeps as the soldiers ride off with the horses.
Seventy-five years later, in 1938, Peter Goodwin, now a crotchety old man, remains on Elmtree Farm and continues to raise horses with his niece, Sally Goodwin. Sally’s life takes a turn when Dillon’s grandson, Jack Dillon, enters her world, and she is unaware that he is part of the Dillon family. Her father, Thad Goodwin Jr., dies when his cotton speculation collapses, leaving the Goodwins in a precarious position.
With their finances dwindling, the Goodwins are forced to auction off nearly all their horses, and Jack offers his services as a trainer for their last prize horse. The goal centers on a two-year-old on Dillon’s farm, chosen by Sally only after her uncle’s insistence—she selects the hopeful Blue Grass over the favorite Postman, and Jack trains him for the Derby. As the weeks unfold, she discovers Jack’s true identity and fires him as trainer, creating tension between them even as the season’s stakes rise.
Across the track, Blue Grass runs neck and neck with Postman, but the horse’s speed and Jack’s tactful guidance push Blue Grass to victory. Sally’s feelings for Jack bloom in the aftermath, even as Peter collapses and dies. At his funeral, the mood lingers on the fading Old American Turf, and Dillon pays tribute to a life deeply woven into the country’s racing heritage.
“The Grand Old Man of the American Turf”
Follow the complete movie timeline of Kentucky (1938) with every major event in chronological order. Great for understanding complex plots and story progression.
Civil War raid on Elmtree Farm and Thad Goodwin Sr.'s death
During the Civil War, Captain John Dillon's men raid Elmtree Farm to seize the Goodwins' prize horses. Thad Goodwin Sr. stands firm against the confiscation, risking his livelihood to protect the stock. The confrontation ends when Dillon shoots Thad, leaving the family shaken as the soldiers ride off with the horses.
Aftermath: horses confiscated and the farm's future bleak
The Union soldiers ride away with the prized horses, leaving the Goodwins devastated and their breeding operation disrupted. The loss marks the beginning of a long shadow across generations as the farm wrestles with scarcity and debt.
Ninety years later: Peter and Sally on Elmtree Farm
Nearly eighty years later, Peter Goodwin, now a crotchety elder, still tends Elmtree Farm and raises horses with his niece Sally. The farm's legacy persists despite the changing times, and the couple faces a fragile financial future.
Sally meets Jack Dillon, unaware of his lineage
Sally encounters Jack Dillon, who has come to the area under a veil of secrecy about his identity. She does not realize that he is Captain Dillon's grandson, setting up a complicated family dynamic from their first encounter.
Cotton crash claims Thad Jr. and tightens finances
Thad Goodwin Jr., Sally's father figure, dies when his cotton speculation collapses and the market crashes. His death compounds the family's financial strain and accelerates the unraveling of their horse holdings.
Auction of horses and thinning herd
With dwindling funds, the Goodwins are forced to auction nearly all their horses, threatening the farm's future. The sale weakens the breeding program and leaves them with only a few horses to sustain the legacy.
Dillon offers any two-year-old from his farm
Mr. Dillon makes good on his original bet and offers Sally any two-year-old horse from his own farm. The gesture gives Sally a glimmer of hope to rebuild the herd and keep the family legacy alive.
Blue Grass chosen and Jack trains the horse
Sally decides to select Blue Grass, a two-year-old whose potential far surpasses Postman, despite her uncle's favor. Jack agrees to train Blue Grass, taking on the challenge to save the farm and restore its standing.
Revelation of Jack's identity and firing
Sally learns Jack's true identity as Dillon's grandson and fires him, breaking off the working arrangement. The revelation compounds tensions as the Derby approaches and Sally must face the race largely on her own.
Derby day: Blue Grass vs. Postman
On Derby day, Blue Grass and Postman battle neck and neck as the crowd roars. The outcome hinges on Jack's strategic guidance and the horses' performances under pressure.
Blue Grass wins the Derby
Blue Grass crosses the finish line first, clinching victory with Jack's timely advice guiding the pacing. The win vindicates Sally's earlier decisions and the bond between her and Jack.
Reconciliation and renewed hope
After the victory, Sally embraces Jack, signaling a reconciliation and a possible renewed partnership. The triumph rekindles hope for the farm's future despite past rifts.
Peter collapses and dies before the decoration
Just as the celebrations begin, Peter collapses and dies before the decoration ceremony. His death marks the end of an era and casts a somber shadow over the family fortune.
Funeral and tribute to 'The Grand Old Man of the American Turf'
At Peter's funeral, Dillon delivers a eulogy praising him as 'The Grand Old Man of the American Turf' and honoring the enduring spirit of the American horseman. The tribute underscores the gap between past and present in the world of racing.
Explore all characters from Kentucky (1938). Get detailed profiles with their roles, arcs, and key relationships explained.
Peter Goodwin (1861)
A young Peter Goodwin witnesses Union soldiers confiscating his family's prize horses at Elmtree Farm, an event that sows the seeds of the Goodwins’ stubborn pride. He grows into the steadfast patriarch whose memory anchors the farm’s legacy. His experiences in 1861 set the stage for the family’s later struggle to preserve the racing tradition.
Peter Goodwin (1938)
The crotchety, long-tenured owner of Elmtree Farm, Peter remains the living memory of the farm’s glory. He embodies a deep attachment to traditional turf life and ultimately passes away, marking the end of an era. His death at the Derby decorations ceremony seals the transition between generations.
Sally Goodwin
Niece of Peter, Sally runs the farm and fights to salvage their last prize horse, Blue Grass. She embodies resilience and practicality, choosing horses and training paths while grappling with hard decisions about loyalty and love. Sally’s arc revolves around preserving the family’s legacy against mounting economic pressures.
Jack Dillon
The grandson of Captain Dillon, Jack is a gifted trainer who helps Sally prepare Blue Grass for the Derby. He hides his real identity while earning Sally’s trust, and his expertise becomes crucial to the race’s outcome. The revelation of his lineage tests their relationship and his own sense of belonging.
John Dillon (1861)
Captain John Dillon leads Union soldiers who confiscate the Goodwins’ prize horses, provoking a violent clash over property and power. He embodies the external threat to the farm’s legacy and stands as the primary antagonist of the 1861 timeline.
Thad Goodwin Sr. (1861)
Patriarch of the Goodwin family in 1861, Thad Sr. embodies the steadfast defense of the family’s land and its horse-breeding heritage. His resistance to confiscation marks a defining moment in the farm’s history, and his death shapes the family’s future resolve.
Thad Goodwin Jr. (1861)
Son of Thad Sr., Thad Jr. represents the next generation facing the economic and agricultural pressures of the Civil War era. His death in the cotton market collapse underscores the vulnerability of the farm to broader economic forces and sets the stage for future losses.
Learn where and when Kentucky (1938) takes place. Explore the film’s settings, era, and how they shape the narrative.
Time period
1861, 1938
The narrative unfolds in two eras: 1861, when Civil War tensions lead to the confiscation of the prize horses on Elmtree Farm, and 1938, when the surviving generations attempt to revive the racing legacy amid economic strain. The shift from war-time conflict to later economic pressures frames the characters' choices and the farm's fate. The Derby becomes a focal point that bridges these two periods.
Location
Elmtree Farm, Kentucky
Elmtree Farm in Kentucky is the centerpiece of the Goodwin family's horse breeding and turf tradition. It serves as a rural stronghold where prize horses are raised and where wartime interference first tests the family. The farm's fortunes track the arc from Civil War upheaval to Depression-era challenges, anchoring the story across generations.
Discover the main themes in Kentucky (1938). Analyze the deeper meanings, emotional layers, and social commentary behind the film.
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Heritage
The Goodwins’ identity is bound to the Kentucky turf tradition and the racing legacy of Elmtree Farm. The film treats the farm and its horses as living symbols of regional pride and continuity across eras. As time moves from war to Depression, the characters struggle to preserve a heritage that seems increasingly fragile.
⚖️
Loyalty & Conflict
Loyalty to family and to the land clashes with external power and personal choices. The confiscation of horses by Captain Dillon and the subsequent conflicts test alliances within the Goodwin clan. The revelation of Jack Dillon’s lineage further complicates trust and forces hard, painful decisions.
❤️
Love & Redemption
Sally’s relationship with Jack develops under the strain of hidden identities and a fading farm. Their bond intersects with the pursuit of restoration for Elmtree Farm, highlighting how personal affection can coexist with professional ambition. The Derby becomes a stage where love, loss, and renewal collide.
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Economy & Change
Cotton speculation and economic pressures drive the Great Depression-era shift that pushes the Goodwins to auction most of their stock. The story contrasts old-world turf loyalties with modern financial realities, while the Derby victory offers a glimmer of restoration in a changing landscape.

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Explore the mobile appDiscover the spoiler-free summary of Kentucky (1938). Get a concise overview without any spoilers.
In the rolling hills of Kentucky, the year is 1938, yet the shadows of the Civil War loom large over the land. For generations, the Goodwins and the Dillons have nursed a bitter enmity, a deep-seated feud rooted in the region’s divided loyalties where one family backed the South and the other the North. At Elmtree Farm, the aging Peter Goodwin remains a staunch guardian of these grudges, his worldview shaped by a past that refuses to release its grip on the present. This entrenched animosity creates a tense, atmospheric backdrop where history is not just remembered but actively felt, influencing every interaction and decision within the community.
Amidst this rivalry, the younger generation offers a striking contrast to the hostilities of their elders. Sally Goodwin, Peter’s niece, and Jack Dillon find themselves drawn together, their connection sparking a challenge to the rigid boundaries set by their families. As they navigate the complexities of a bond that defies generations of hatred, they must also contend with the expectations of their kin. The tension is palpable as they strive to reconcile their personal affection with inherited duty, all while Peter’s steadfast refusal to deal with the Dillon side threatens to derail any hope of reconciliation.
The ultimate stage for these intersecting lives is the world of horse racing, with both sides eyeing glory at the prestigious Kentucky Derby. The stables become a grounds for strategy and hope, but the high stakes of the upcoming season promise to test the loyalties of everyone involved. As the anticipation builds, the clash between the stubborn traditions of the old guard and the aspiring dreams of the young lovers sets the scene for a dramatic confrontation, where the track offers a chance for redemption—or deepening heartbreak.
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