In Kentucky, Agnes Tilbee (Charlotte Greenwood) struggles to keep her dwindling racehorse-breeding business afloat. When the latest foal turns out to be a filly, Agnes' granddaughter, Clarabel (Margaret O'Brien), latches onto the horse, naming her Glory and asking trainer Ned Otis (Walter Brennan) to help bring her along. When Glory is of age, Clarabel races her, but it is too soon, and the young filly loses -- while Clarabel remains unaware that the losses are forcing Agnes into bankruptcy.
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