Nice effects though.

It's a mild crowd pleaser for people who are exhausted by blockbusters.

Exactly the movie you think it is, but not the movie you want it to be.

After playing with our expectations, this turns out to be a very different sort of film.

I saw this advertised for the THIS network and seemed like it would be a horse-racing-genre movie. This is one of my favorite genres and I've come to expect gritty, fleshed out characters (even Runyonesque in the best ones), both on the owner/trainer side and (even more so) on the jockey/groom/gambler side. Here you will find none of that. First, they movie seems to be confused about which side of the Civil War Kentucky was on (They remained in the Union and fielded some of the finest units). Next, the cast in this movie is wonderful. It includes Walter Brennen, one of my all time favorites — I never saw a bad Brennen performance until now. And Loretta Young could be a fine actress — always ladylike but sexy and very subtle in her acting.But Butler's blocking for the scenes is sophomoric and wooden. The performances he gets from this fine cast comes across like a so-so high school drama club. If you love "Seabiscuit," "Black Stallion," "Let It Ride," "Broadway Bill," "Stablemates," don't get your hopes up for this one!

***SPOILER ALERT*** The bad blood between Kentucky thoroughbred horse-breeders the Goodwins and Dillons date back to the early days of the Civil War. That's when the Dillons decided to join the Union against the Confederate South that the Goodwins fought and died for. In fact it was Thad Goodwin Sr., Russell Hicks, who was gunned down by Capt. John Dillon Sr, Douglas Dumbrille, a then officer in the Union Army as he, under order from President Lincoln, had Goodwin's prized thoroughbred horses forcibly taken away from him.Now some seventy five years later, in 1938, the feud was reignited when banker and horse breeder John Dillon Jr, Moroni Olsen, turned down a loan to Thad Goodwin Jr, Charles Wladron, who desperately needed the cash to saved his beloved Elmtree Farm. It's at Elmtree where Goodwin bred his champion, over the years, thoroughbreds. The loan was turned down after Goodwin won a gentleman's bet, rolling dice, over Dillon to have a choice to pick any three year old colt at the Dillion Whistle Ranch Farm. To make thing even more complicated Goodwin playing the commodities market heavily invested in cotton futures, hedging his bets, that crashed! This caused him to literally drop dead on the sidewalk from a massive heart-attack.It's when Dillon's son John, Richard Greene came back from England after studying to be a banker, like his dad, that things started to heat up in the Blue Grass of Kentucky. John wanting to be a horse trainer instead of a banker also got romantically involved with the late Thad Goodwin's daughter Sally, Loretta Young, whom he kept his identity, of being a Dillon, from to win her over.Using the name Mr. Bossman Jack talks Sally and her Uncle Peter Goodwin, Walter Brennan, into letting him stay at their horse farm and train their only racehorse Bessy's Boy to run in the upcoming Kentucky Derby. It turned out that Bessy's Boy broke down when Sally rode him, after her car broke down, to get help for her dying mom Grace, Leona Roberts, leaving the Goodwin's with no horses for Jack to train.Finding the note that Old Man Goodwin got from John Dillon, on their bet, about getting one of his prize Three Year Olds Sally together with her Uncle Peter picked up this jet black colt at the Dillon Farm whom they named Bluegrass; And the rest is movie horse-racing history. Great horse racing action sequences coupled with beautiful Technicolor photography makes "Kentucky" a stand out of a movie despite it's schmaltzy and predictable storyline.Jack's cover, as Mr. Bossman, is blown when Sally finds out he's actually a hated Dillon from the racing secretary as she tried to talk to him before the big race that Bluegress was entered in. It's when Bluegress won, on a foul, that Sally began to realize that Jack, despite being a Dillon, was on the up and up not like, in her mind, his greedy father who, which was a real stretch on Sally's part, drove her dad to his death.**MAJOR SPOILER** With the big race-the Kentucky Derby-next Jack who had by then confessed to Sally who he really is, a Dillon, tells her not to have Blurgrass hit by his jockey during the race. It will only have him quit and end up the track by the time the race is over. Going against her Uncle Peter's orders, who wanted Bluegrass whipped in the stretch run, both Bluegrass his jockey and Sally ended up in the Churchill Downs Winners Circle. But ironically the old frail, and having a bad ticker on top of all that, Uncle Peter who all his life dreamed in owning a Derby winner wasn't there with them! Uncle Peter left the scene, or this plane of existence, just as the big race ended with his heart, the excitement was just too much, giving out on him.Superior horse racing movie not only because of the great racing in it but because the acting of Academy Award winning Walter Brennan as Uncle Peter Goodwin as well as the rest of it's top flight cast. There' also the added attraction of having guest appearances in the film of such greats of the American Turf as Man O' War and his 1937 Triple Crown son the speedy War Admiral. There's also making a guest appearance in "Kentucky" the 1935 Triple Crown winner Omaha the only offspring of a Triple Crown winner in horse-racing history who's sire was 1930 Triple Crown winner Gallant Fox who's incidentally also in the movie!P.S At the start of "Kentucky" we see Uncle Peter asleep on his easy chair with the newspaper, that's covering his face, headline Seabiscuit, who also makes a guest appearance in the film, to face War Admiral at New York's Belmont Park in $100,000.00 Match Race. The Match Race between he two champion horses actually took place at Pimlico, known as Old Hilltop, outside of Baltimore Maryland not in New York's Belmont Park.

Kentucky (1938) *** (out of 4) Fun film involves two horse racing families from Kentucky who have been doing battle since the start of the Civil War and it continues to the current times. Eventually opposite family members Loretta Young and Richard Greene fall in love just as the Kentucky Derby comes around where Greene tries to prove himself as a horse trainer. I was surprised to see how enjoyable thing film was and one of the big benefits is the Technicolor used in the film. These early Technicolor films are often hit and miss on how well they look but this film here is quite beautiful to look at. It's certainly one of the best looking early Technicolor films that I've seen from this period. Another nice thing are the performances, which are all a lot of fun. Neither Young nor Greene speak with a southern accent, although the screenplay gives a reason for Greene not doing so. Even with the accents being wrong, both work incredibly well together and this here helps the love story (and the fighting moments). Walter Brennan won the Best Supporting Actor Oscar and he gives a fun, if over the top, performance. His redneck antics are pretty over the top but it's still fun and keeps the film moving with some nice laughs. Being from Kentucky it was great seeing how Churchill Downs looked back then as well. The stereotypes of the black servants in the film might offend some as they all come off rather dumb but so do the Southern characters.

Frankly, I paid less attention to the plot than to the horses in the early part of the film. My God, where did they get those magnificent animals? Golden Chimes, Grenadier, Torch Bearer were worth the whole film to a horse lover! And the films of the great horses of the period, especially Man o' War, are a special treat. However, having to sit through Bobs Watson, probably the worst child actor in history, is really an effort. Little Bobs didn't cry, he BLUBBERED, with his cheeks swollen like balloons, and that whiney, squally voice--! Oh, well, I guess you can't have everything. Enjoy the horses and forget the rest!