And on the far turn, it's Lover's Quarrel by a length, Foolish Pride is second, Temper Tantrum third and, coming up from behind, Suggestive Dialogue on the inside. Eventually they're all neck-and-neck-and-neck in "Bluegrass," a feisty thoroughbred from CBS that airs tomorrow and Monday nights at 9 on Channel 9.

The four-hour film, starring Cheryl Ladd as proud Kentucky horse breeder Maude Sage Breen, is nine parts melodrama to one part more melodrama, but it's very handsomely and energetically turned out. Mart Crowley, who adapted the Borden Deal novel, sharpens the plot points to a fine shine, and his snippy repartee is relatively free of the cliche's one expects.

There are cliche's, in other words, one doesn't expect. Also, plenty of double-entendre involving horsies and the mating habits thereof.

"I can put anything alive in foal," boasts Dancy Cutler, the recovering alcoholic whom Maude signs on as farm manager. He's played with a macho sort of poignancy by likable Brian Kerwin.

Whitey Dahl (Will Cascio), cocky jockey, claims not to have much respect for any horse ("just a big stupid stinkin' thing with a leg in all four corners") but says with a leer, "You don't have to fall in love with something to get on its back and make it go."

And so on. A few of the racier lines are handled with contagious delectation by Diane Ladd as Verna Howland, a saucy friend of Maude's. Ladd gives a magnetic performance in the best tradition of tart-tongued movie sidekicks. But then just about everybody in this picture comes through in the stretch.

It's well cast and very well directed by Simon Wincer, who brings a touch of subtlety even to the broad strokes and who maximizes the virtue of authentic Kentucky settings like Churchill Downs, where the climax naturally occurs.

The film sprints out of the gate. Maude, age 15, is nearly raped by insatiably salacious rich boy Lowell Shipleigh in a prologue that ends with a barn burning of a sort John Steinbeck might have ignited. We flash forward 20 years or so to 1984 and Santa Fe, N.M., where Maude is now a wealthy widow, one who vows to return to Kentucky and raise a Derby champion.

Shipleigh, played as an adult by Wayne Rogers, resumes his role as Maude's nemesis; he's a judge now with an eye on the governor's mansion and a waspish wife named Irene (Marie Bergan), who openly seduces a visiting Irishman in front of him. The Irishman, played by Anthony Andrews, eventually smarms his slimy way into Maude's vulnerable confidence.

Will Maude see the light and realize that the Irishman is only in it for money and that she really loves the long-suffering Dancy? Certainly not until Monday night, she won't.

Ladd is hardly an overwhelmer on the screen, but she has managed to turn modest emotive gifts into a rather tantalizing kind of minimalism. She's certainly no cardboard cutout, and Rogers makes such a convincingly corrupt old rotter that you really do root for her to get the best of him.

The subplots are strong, especially a hesitant love affair between Maude's stable boy, played with unaffected honesty by Kieran Mulroney, and a budding young jockey named Alice, played by a sensationally natural young actress, Shawnee Smith. She and Mulroney give their scenes together a tenderness and tension that are completely convincing.

And handily hamming up small corners of the story is Mickey Rooney as an eccentric multimillionaire named John Paul Jones, who drinks grape soda at fancy dinner parties and roams about in a red Rolls-Royce.

In Part 1, Crowley and Wincer stage their big erotic production number of the show. Two horses are bred right there on camera (the preliminaries, anyway) as the men and women of Maude's Outlaw Farm stand around and watch. The women pant a bit. Later, Maude and Dancy kiss passionately against a background of sweet Kentucky rain.

At that point, probably, you'll know whether you want to proceed or drop out of the race. It's a long way to the finish line, but pretty darned entertaining every step of the way.