|Directed by||William Dieterle|
|Produced by||Milton Holmes|
|Written by||Milton Holmes
Harold Buchman (uncredited)
|Music by||Elmer Bernstein|
|Cinematography||Charles Lawton, Jr.|
|Edited by||Al Clark|
|Distributed by||Columbia Pictures|
Down on his luck, jockey agent "Boots" Malone (William Holden) is at a diner with his friend "Stash" Clements (Stanley Clements) when teenage runaway Thomas Gibson Jr. (Johnny Stewart) tries to pay for his meal with a hundred dollar bill. When the cook asks him to come back in the morning for his change, Boots steps in (the diner is a portable trailer and will be somewhere else by that time). Interested in the money himself, Boots takes the boy under his wing. Tommy is eager to become a jockey, so he offers to pay Boots to train him. He is soon doing various chores around the stables.
Meanwhile, Boots, Stash, and "Preacher" Cole (Basil Ruysdael) have their eye on a promising horse, White Cargo. They fix it so that it performs badly at its next race. As a result, owner Howard Whitehead (Ed Begley) puts it up for auction. When another bidder offers more than they have, Tommy produces another hundred dollar bill and they have their horse.
One day, White Cargo is startled and bolts with Tommy on his back, showing that the boy has some talent. Boots begins to really train him. He lets the lad ride in a race, but does not tell him that they have secretly weighed White Cargo down (so they can get better odds for their bets in a later race). The horse does poorly in the race and the boy is upset. To restore Tommy's confidence, Boots has him ride in another race with a different horse; he wins.
As the big race approaches, complications arise. Boots tangles with a private detective hired by Tommy's mother, a wealthy businesswoman, to find her boy. Boots reluctantly calls her and tells her where to collect her son. Disapproving of Boots, she convinces Tommy that Boots turned him in for the $5000 reward. (Later, she refuses to pay Boots.) Despite this, Tommy runs away again and returns to Boots in time for the race. The two reconcile. When Mrs. Gibson calls, Boots warns her that she will lose the love of her son if she prevents him from racing.
Meanwhile, Matson (Hugh Sanders), a gangster to whom Boots owes a lot of money, tells him to throw the race, as he has bet heavily on another horse. Boots tries to convince Tommy to go along, but in the end, does not have the heart to spoil what may be the boy's last ride, and White Cargo wins. Afterwards, Tommy boards a train to go back to school. When Boots is warned that Matson and his men are waiting for him, he jumps on the train.
- William Holden as "Boots" Malone
- Johnny Stewart as Thomas Gibson Jr.
- Stanley Clements as "Stash" Clements
- Basil Ruysdael as "Preacher" Cole
- Carl Benton Reid as John Williams
- Ralph Dumke as Beckett, Whitehead's adviser
- Ed Begley as Howard Whitehead, a wealthy, but inexperienced horse owner
- Hugh Sanders as Matson
- Harry Morgan as "Quarter Horse" Henry (as Henry Morgan)
- Ann Lee as Mrs. Gibson
- Anthony Caruso as Joe
- Billy Pearson as Eddie Koch, a rival jockey. Pearson was a real-life thoroughbred jockey.
- Bigelow Sayre as State Board Official
- Emory Parnell as Evans