Walter Smith is a horse trainer and owner who seems to have had roots in Kentucky as seen with is interaction with jockey, Ronnie Jenkins (Gary Stevens). He was previously employed by a man nicknamed "The Colonel" training his horses, most notably Delphi -the sire of his current horse Gettin' up Morning, until the man died and his heirs took out an insurance policy worth $30 million on the stallion and promptly killed him. He claims that 'Kentucky Quality' is what killed the stallion and that Gettin' up Morning has a big heart just like his sire and he cannot stand 'losing two of you'.
He is an old man who seems to be a bit of a loner, constantly mumbling to himself as he watches his horse's workouts. We are constantly reminded of the incident of his past concerning Delphi and that Walter is constantly haunted by it. His only friends seems to be Ronnie Jenkins, Joey Rathburn and various staff around the Racetrack, especially Rosie Shanahan (Kerry Condon), the young irish exercise rider and jockey for his horse.
Walter Smith is training his own horse, "Gettn'up Morning," at the track with the help of young Irish jockey Rosie but so far has not entered any races. Few people besides Walter know that Gettn'up was sired by the famous Kentucky thoroughbred "Delphi" and has the potential to win the highest honors in the sport. Unknown to Walter, however, Joey Rathburn, a jockey's agent who is always at the track looking after his clients, has seen Gettn'up on a morning practice run and also has an inkling of its tremendous potential. Joey attempts to have his client Ronnie Jenkins, a once successful jockey who is struggling with alcohol and drugs, ride Gettn'up in place of Rosie until Jenkins is injured in another race.
Gettn'up's sire Delphi had been owned by Walter's late employer in Kentucky, "the Colonel," and trained by Walter. Ronnie runs into Walter at the track during Gettn'up's morning exercise; the two men know each other from their years in Kentucky, so Walter asks Ronnie to drop by his barn later for a chat. In a conversation overheard by Rosie, Walter tells Ronnie that when the Colonel died, the man's heirs killed Delphi in order to collect on a large insurance policy. Walter is angry and bitter about the incident, but hopes to find success with Gettn'up, Delphi's colt. That evening, Rosie tries to persuade Walter to let her ride Gettn'up in his first race. Walter gently and sympathetically refuses, telling her that she is too inexperienced. Shortly afterward Walter asks Joey to arrange for Ronnie to ride Gettn'up in the colt's first race. Joey, delighted, agrees. Walter officially enters Ronnie as the jockey for the race, but days before it is to take place Ronnie is injured during another race and is ruled medically ineligible to ride for weeks. Walter now asks Rosie to ride the colt rather than choose a jockey who doesn't know the animal. Although Gettn'up gets off to a bad start, he comes from far back to win the race easily, astonishing everyone with his speed.
As he is preparing for Gettn'up Morning's second race, Walter receives a letter from an attorney claiming that he owes $145,000 to the inheritors of Gettn'up's sire Delphi for stud fees and other expenses, even though the Colonel had waived those fees as a bequest to Walter at the time of his death. In Gettn'up's second race, Rosie disobeys Walter's instructions and uses the whip to urge the horse on. Gettn'up wins by six lengths, setting a new track record and drawing attention that Walter would rather avoid. Rosie apologizes and Walter is forgiving, but soon afterward one of the Colonel's heirs shows up at the barn to assert a claim to Gettn'up.
Rosie is anxious to find out whether Walter will let her ride Gettn'up again after her mistake with the whip. She asks Joey to talk to Walter about it and agrees that he will become her agent. Ronnie has resumed attending AA meetings and has recovered from his racing injury; he goes to Walter to ask to be considered once again as Gettn'up's rider. Walter, who has just enlisted the help of a lawyer to defend his ownership of Gettn'up, tells both Ronnie and Joey that he will decide on a rider shortly. Later that day he meets with Ronnie again and promises that if he remains sober and makes weight, the mount will be his. That evening, he tells Rosie of his decision and she takes it with good grace. But within hours of receiving Walter's good news, Ronnie has started using again.
The Western Derby, a race for three-year-olds with a total purse of $1 million, is approaching, and both Pint of Plain and Gettn'up Morning are entered. Ronnie Jenkins is to ride Gettn'up.