Directed by Wallace Fox, the screenplay was written by Dorothy Yost, Thomas Lennon, and Cortland Fitzsimmons, based on a story by Damon Runyon, which had been further expanded by J. Robert Bren and Norman Houston.

Longtime thoroughbred breeder and trainer Tom Martin has a mare, Pepper Mary, he's about to enter in a big race.

Tom's disappointed daughter Ruth concentrates all her efforts on Pepper Mary's filly, Katydid, hoping she, too, can become an outstanding racehorse.

To stay with her horse, Ruth reluctantly accepts Steve's offer to come work for him.

They travel the racing circuit abroad, where Ruth matures from a tomboy into a sophisticated young woman.