Kelly Breen

Preston Stables LLC’s Flat Out and George and Lori Hall’s Ruler On Ice, two major players from the $5 million Breeders’ Cup Classic (Grade I) run at Churchill Downs on Nov. 5, will be searching for Eclipse Award championship momentum when they face 11 rivals on the famed Louisville track in Friday’s 137^th running of the Grade I, $500,000-added Clark Handicap Presented by Norton Healthcare.

The 1 1/8-mile race for 3-year-olds and up is the centerpiece of the “Black Friday” racing card that in recent years has been the most heavily-attended racing program of the Fall Meet.  The Clark Handicap is scheduled as the 11^th event on a 12-race Thanksgiving Holiday weekend program that will get underway with the first race 12:40 p.m. (all times EST).  Post time for the Clark is set for 5:42 p.m.

Flat Out, fifth behind WinStar Farm’s victorious Drosselmeyer as the slight favorite in the Classic, is the 5-2 favorite for the Clark in oddsmaker Mike Battaglia’s morning line odds for the 13-horse Clark field.  Co-second choices at 4-1 are Classic winner Ruler On Ice, the upset winner of the Belmont Stakes (GI) and third in the Classic, and Morton Fink’s Wise Dan, a graded stakes winner on synthetic tracks and turf who is coming off an impressive win in Keeneland’s Fayette (GII).

Following two days of upset-laden racing in this year’s Breeders’ Cup World Championships, Eclipse Award championships in several divisions remain uncertain.  The Clark contenders with the most to gain with regard to year-end honors are Flat Out and Ruler On Ice.  The field includes four winners of Grade I stakes races and four horses with career earnings that exceed $1 million.

Flat Out, a 5-year-old son of Flatter with wins in the Jockey Club Gold Cup (GI) and Suburban Handicap (GII) at Belmont Park, could gain an edge in the race for champion older horse with a win over his home track in the Clark.  Although he trains brilliantly at Churchill Downs for veteran conditioner Charles “Scooter” Dickey, he has yet to hit the board in three career starts over the traditional dirt surface at the famed Louisville track.

Veteran jockey Alex Solis, who has been aboard the Clark favorite in his last five starts, will be back in the saddle when Flat Out breaks from post six in the field of 13 horses.  Flat Out was assigned highweight of 123 pounds and will concede from three-to-nine pounds to his rivals.  His career record stands at 5-3-0 in 13 races with earnings of 1,259,713 heading into the Clark.

A victory over a strong field of older rivals in the Clark could push Ruler On Ice, who upset Kentucky Derby winner Animal Kingdom and Preakness winner Shackleford in the Belmont Stakes, into the wide-open race for champion 3-year-old.   The Belmont victory is the only stakes win of the year for trainer Kelly Breen’s gelded son of Roman Ruler, but Ruler On Ice finished third to older rivals in the Breeders’ Cup Classic and has recorded top-four finishes in the Haskell Invitational (GI), Travers (GI) and Pennsylvania Derby (GII) since his Belmont triumph.

Ruler On Ice drew the rail post for the Clark and will have Garrett Gomez in the saddle.  He was assigned 118 pounds and brings a record of 3-3-3 in 11 races and earnings of $1,603,500 into Friday’s race.

Wise Dan will pursue his first victory in a Grade I race and owner Fink and trainer Charles Lopresti will seek a bit of redemption for last year’s Clark in which their Successful Dan was disqualified from his apparent victory.  The versatile Wise Dan has career victories on dirt, grass and synthetic courses, but has yet to win a stakes race on traditional dirt.  He has three races on the Churchill Downs dirt that include maiden and allowance wins, both over sloppy surfaces, and a solid sixth-place finisher in the 2010 Breeders’ Cup Sprint in which he was beaten by just 2 ½ lengths by the victorious Big Drama.  He won the Firecracker (GII) on the Churchill Downs grass in early July, and since then two stakes wins over synthetic surfaces: a victory over Tapeta in the Presque Isle Downs Mile and a four-length romp in his most recent start in the Fayette over Keeneland’s Polytrack surface.

John Velazquez will make his debut in the saddle aboard Wise Dan, who drew post 11 and will carry an impost of 120, the second-highest weight in the Clark.

Another 3-year-old hoping to finish 2011 in a big way is Zayat Stables LLC’s Prayer for Relief, who was entered in the Breeders’ Cup Classic but scratched by trainer Bob Baffert the following day.  The son of Jump Start ran off a three-race winning streak during the summer that included the Iowa Derby (GIII), West Virginia Derby (GII) and the Super Derby (GII).  Third to Redeemed in his most recent run in the Oklahoma Derby at Remington Park, Prayer for Relief will break from post 12 under Rafael Bejarano.  The 5-1 fourth choice will carry 117 pounds in the Clark.

Another horse that competed in the Breeders’ Cup Classic and returns for a run in the Clark is Kenneth and Sarah Ramsey’s Headache, who was last of 12 in the Classic after wins in the Hawthorne Gold Cup (GII) and the Prairie Meadows Cornhusker (GIII).  The two remaining Grade I winners in the field are Thomas McCarthy owned-and-trained General Quarters and Thomas and Jack Conway’s Stately Victor.  Both won Keeneland’s Toyota Blue Grass (GI) over Polytrack at three – General Quarters won in 2009 and Stately Victor last year, and the former also won the 2010 renewal of the Woodford Reserve Turf Classic (GI) over Churchill Downs’ Matt Winn Turf Course.

The remaining 2011 Clark Handicap contenders include Twin Creeks Racing Stables’ Mission Impazible, a narrow loser for trainer Todd Pletcher in this year’s Stephen Foster Handicap and Alysheba (GIII) at Churchill Downs and winner of Fair Grounds’ 2011 New Orleans Handicap (GII) and the 2010 Louisiana Derby (GII); Pleasant Prince, fourth to Afleet Again in the Breeders’ Cup Marathon (GII) and winner of the 2010 Oklahoma Derby and Ohio Derby (GIII); Lothenbach Stables’ Mister Marti Gras, accomplished on both turf and dirt and winner of the Ack Ack (GIII) at Churchill Downs last time out; Pattons Creek Farm’s Will’s Wildcat, winner of the Jimmy V at Churchill Downs on Nov. 4; Demarcation, winner of the 2009 Ack Ack who will compete in his third consecutive running of the Clark for trainer Paul McGee; and Pletcher’s Alma D’Oro, runner-up in the Ack Ack and winner of the Carpenter Memorial at Delaware Park in July.

The Clark Handicap was run for the first time in 1875 during the first racing meet at Churchill Downs, which was then known as the Louisville Jockey Club.  Like the Kentucky Derby Presented by Yum! Brands (GI) and Kentucky Oaks (GI), the Clark has been renewed annually without interruption since its first running.  Two years ago the race was won by Adele Dilschneider and Claiborne Farm’s 3-year-old Blame, who returned to the track in 2010 to win the Stephen Foster Handicap (GI) and downed previously unbeaten Zenyatta her only defeat in the Breeders’ Cup Classic.   The 2011 renewal featured a rough-and-tumble stretch run in which Successful Dan edged Giant Oak at the finish, but stewards disqualified the former and elevated the latter to the victory.

Other recent winners of note include Saint Liam, who won the 2004 Clark en route to a 2005 campaign that included a victory in the Breeders’ Cup Classic and an Eclipse Award for Horse of the Year.  Silver Charm, winner of the 2007 Kentucky Derby, returned to Churchill Downs take the Clark the following year.  And the 3-year-old filly Surfside wrapped up an Eclipse Award as the champion of her division with a victory over males in the 2000 Clark.

The field for the 137^th Clark Handicap Presented by Norton Healthcare (from the rail out with rider, weight and morning line odds) includes: Ruler On Ice, (Gomez, 118, 4-1), Alma D’Oro (Jesus Castanon, 116, 20-1) Demarcation (Corey Lanerie, 114, 15-1), Stately Victor (Victor Lebron, 115, 30-1), Mission Impazible, (Javier Castellano, 116, 12-1), Flat Out (Solis, 123, 5-2), Pleasant Prince, (Julio Garcia, 114, 20-1), Headache (Edgar Prado, 115, 12-1), Mister Marti Gras (Rajiv Maragh, 117, 12-1), Will’s Wildcat (Calvin Borel, 112, 30-1), Wise Dan (Velazquez, 120, 4-1); Prayer for Relief (Bejarano, 117, 5-1) and General Quarters (Jon Court, 116, 20-1).

RULER ON ICE BREEZES HALF-MILE IN PREP FOR CLARK HANDICAP – Ruler On Ice, winner of the Belmont Stakes (Grade I), has joined the roster of horses that will compete in the 137^th running of the $500,000-added Clark Handicap Presented by Norton Healthcare (GI) on Friday, Nov. 25 at Churchill Downs.

Ruler On Ice breezed five furlongs on Friday in :48.60 for trainer Kelly Breen  over a fast main track at Churchill Downs.  It was his first breeze since the Classic and his only major training move prior to the Clark.

Starting two lengths behind stablemate Nacho Friend and finishing even with his workmate at the wire, the Kelly Breen-trained Ruler On Ice recorded fractions of :24.60 and :36.60 and galloped out five furlongs in 1:02. The four-furlong time was the 12^th fastest of 47 at the distance.

“It was excellent,” Breen said. “It was a textbook work and he seems to really like this track.”

George and Lori Hall’s will be entered in the Clark off a third-place finish behind Drosselmeyer and Game On Dude in the $5 million Breeders’ Cup Classic (GI) at Churchill Downs on Nov. 5. It was the first start against older horses for the 3-year-old son of Roman Ruler.

“I’m very happy to report that he came out of the race in good order and he’s currently in great shape,” Breen said. “He’s eating well and training well. He’s a lean, mean fighting machine.”

Breen said Ruler On Ice came out of his Classic run in great condition, and the gelding's well-being and the uncertain nature of this year’s Eclipse Awards races were the major factors in the decision to run in the Clark.

“We’re thinking that if he wins this race then he is in the running for champion 3-year-old,” Breen said. “That would give us two Grade I wins and he would be beating older horses (in the Clark).”

Other horses working at Churchill Downs on Friday morning included Clark Handicap candidates General Quarters and Equestrio.

Tom McCarthy’s General Quarters, a multiple Grade I-winner with over $1.2 million in earnings, breezed five furlongs on the main track in 1:01.80.  He covered the distance in fractional splits of :12.60, :25, :37.20 and galloped out six furlongs in 1:15.40.  The work was the 11^th fastest of 41 at the distance.

Thoroughbred Legends Racing Stable’s Equestrio, third by a head to First Dude in the Alysheba (GIII) on Kentucky Oaks Day, breezed a “bullet” four furlongs in :47 for trainer Nick Zito. A 4-year-old son of Elusive Quality, Equestrio recorded fractions of :12.20 and :24 and galloped out five furlongs in 1:00.60.

STIDHAM HOPES GLEAM OF HOPE MAINTAINS FOCUS IN RIVER CITY – Gleam of Hope hasn’t been the most consistent or focused horse since he joined Mike Stidham’s barn earlier this year, but the 53-year-old trainer hopes that will change in Saturday’s 34^th running of the $100,000-added River City Handicap (GIII) at 1 1/8 miles on the Matt Winn Turf Course.

“He came under our care this summer and we gelded him shortly after his win in the allowance at Arlington Park,” Stidham said. “He ran well as a first-time gelding (a runner-up finish to Princeville Condo in the Robert F. Carey Memorial at Hawthorne) and we’re hoping that gelding him will keep him focused and make him a more consistent horse.”

Gleam of Hope, a 4-year-old son of City Zip who won last year’s Jefferson Cup (GIII) at Churchill Downs, will break from post three under jockey Corey Lanerie as he returns to familiar surroundings at the Louisville track.

“I looked at the race and it is a very competitive field,” Stidham said. “There doesn’t appear to be any standouts.”

Since his runner-up effort in the Robert F. Carey Memorial, Gleam of Hope has worked twice over the Polytrack at Keeneland. In his most recent work on Nov. 12, he went five furlongs handily in :59, which was the fastest work of 30 at the distance.

“Both of his works since his last race have been very good,” Stidham said. “I know our horse is doing well and training well and I think he has a good shot.”

The River City is the ninth of 10 races on Saturday with a scheduled post time of 4:37 p.m. EST.

ASMUSSEN EYES 6,000^TH WIN ON 46^TH BIRTHDAY – Trainer Steve Asmussen has the chance to give himself a rare birthday present on Friday: a 6,000^th career training victory.

Asmussen, who turns 46 on Friday, recorded his first victory at age 20 at New Mexico’s Ruidoso Downs.  He entered Friday’s racing with 5,998 career wins and had 10 horses entered throughout the day at two racetracks: Churchill Downs and Remington Park. Below is a chronological listing of the 10 horses entered for Asmussen on Friday. All times listed are Eastern.

• Churchill Downs, Race 1, 4:30 p.m., #3 Banded (5-2 morning line)
• Churchill Downs, Race 3, 5:27 p.m., #3 Grinning Gang (3-1)
• Churchill Downs, Race 6, 7:00 p.m., #2 Beer Garden (5-1) and #9 Quiet Command (12-1)
• Remington Park, Race 1, 7:30 p.m., #1 Lucky Gold Coin (8-1) and #9 Basalt (10-1)
• Remington Park, Race 4, 8:54 p.m., #13 La Belle Bear (also-eligible, 7-2)
• Remington Park, Race 5, 9:22 p.m., #4 Letsgetitonmon (7-2)
• Remington Park, Race 8, 10:46 p.m., #3 Pleasantly Blessed (6-5) and #6 Acanella (5-1)

Asmussen, who has won 10 leading-trainer titles at Churchill Downs and is currently second in the trainer standings behind Mike Maker with nine wins at the Fall Meet, would be just the fifth trainer to reach the 6,000 victory milestone. A two-time Eclipse Award winner for Outstanding Trainer, he recorded his 5,000^th victory with Passion Rules at Woodbine on Sept. 11, 2009.

BARN TALK – Preston Stables LLC’s Clark Handicap-hopeful Flat Out is scheduled to breeze at Churchill Downs between 6-7 a.m. Saturday morning for trainer Scooter Dickey. Greta Kuntzweiler will be in the irons for the work, but Alex Solis will have the mount in the Clark. …

Summer Tremor, a half-sister to 2005 2-year-old champion colt Stevie Wonderboy, will make her second start in Saturday’s fifth race at Churchill Downs. Trained by Rusty Arnold, Summer Tremor is the 9-5 morning-line favorite in the field of 10. …

It is “Pony Up for Charity” weekend beneath the Twin Spires. Patrons attending Churchill Downs during the weekend’s races will have the opportunity at all food and beverage points of sale to add $1 or more to their tab to benefit the day’s designated charitable organization. Proceeds from Friday will be donated to the New Vocations Racehorse Adoption Program, Saturday’s proceeds will be donated to The Lord’s Kitchen and Sunday’s donations will benefit Horses and Hope.  

WHO’S HOT – The hottest jockey over the last five racing days (Nov. 11-17) is Julien Leparoux (9-for-31). Dale Romans (4-for-11) and Mike Maker (4-for-12) are the hottest trainers over the same period and Ken and Sarah Ramsey (4-for-10) are the hottest owners.

WORKTAB – Bobby Flay’s Super Espresso, seventh in the Breeders’ Cup Ladies Classic (Grade I) in her most recent start, breezed four furlongs in company with Giant Sensation on a fast main track at Churchill Downs on Friday morning in :47.80 for trainer Todd Pletcher. Super Espresso recorded fractions of :12.20,, :24.20, :35.80 and galloped out five furlongs in 1:00.60 and six furlongs in 1:14.20.  She is nominated to the $175,000-added Falls City Handicap for fillies and mares at 1 1/8 miles on the main track on Thanksgiving Day. …

Wayne Sanders and Larry Hirsch’s Gran Lioness breezed four furlongs on the main track in :49.80 for trainer Bret Calhoun. The work was the 28^th fastest of 47 at the distance. Gran Lioness has not raced since finishing third to Salty Strike in the Dogwood (GIII) at Churchill Downs in June.

Final preparations are underway for the 135th running of the Kentucky Derby Presented by Yum! Brands.  Scroll down to see how your Derby favorite is training up to the big race!

ATOMIC RAIN – A late addition to the field for the Kentucky Derby Presented by Yum! Brands (Grade I), Atomic Rain arrived at Churchill Downs at 2 a.m. Wednesday after a 13-hour van ride from Monmouth Park in New Jersey.

Trainer Kelly Breen was aboard when the Smart Strike colt went out for a one-mile jog this morning at 7 o’clock. Atomic Rain returned from the exercise bucking and snorting.

“He’s all full of himself this morning,” Breen said, “and he’s usually not like that. The van ride must have done him good.”

Atomic Rain worked a bullet Tuesday morning at Monmouth before getting on the van. He zipped a half-mile in :47.20, the best work at the distance.

Atomic Rain will give trainer Breen two Derby starters in his first appearance in the race. West Side Bernie has been at Churchill Downs for two weeks already after his second in the Wood Memorial (Grade I) gave him sufficient earnings to make the starting field. Both colts are owned by George and Lori Hall.

Atomic Rain finished fourth in the Wood, and last year was second in the Remsen (Grade II). He has not won since breaking his maiden at Monmouth last June.

Joe Bravo, who has been aboard in the colt’s past two starts, has the mount in the Kentucky Derby.

NOWHERE TO HIDE – My Meadowview Farm’s Nowhere to Hide was entered in Kentucky Derby 135 on Wednesday morning by trainer Nick Zito after the defection of Win Willy.

“I guess if the No. 20 spot is left open by the gods, you ought to at least enter,” Zito said with smile. “Shaun Bridgmohan will ride.”

A son of Vindication, Nowhere to Hide has compiled a record of 8-1-2-1 with earnings of $100,099, of which $55,500 are graded. Nowhere to Hide broke his maiden at Calder on Dec. 13 and then jumped into stakes company with fourth-place finishes in the Risen Star (Grade III), Tampa Bay Derby (Grade III) and Illinois Derby (Grade II).

“This horse has traveled a lot,” Zito said. “He was fourth to Friesan Fire at the Fair Grounds and he hasn’t been beaten that far. I told the owner (Leonard Riggio) we might be fourth here.”

Nowhere to Hide, who has been at Churchill Downs since the April 4 Illinois Derby, visited the starting gate and galloped Wednesday morning after the renovation break under Stacy Prior. Zito said that had Nowhere to Hide not been entered in the Derby, he was aiming for the Belmont Stakes (Grade I) on June 6 with a race in between.

My Meadowview Farm has had one previous Kentucky Derby starter, Noble Causeway, who finished 14th in the 2005 Run for the Roses.

WIN WILLY – Trainer Mac Robertson removed Win Willy from the Kentucky Derby field Wednesday morning after X-rays revealed what veterinarians termed a “suspicious” line in the colt’s left front ankle.

“We took precautionary X-rays yesterday,” Robertson said, “and there was a little line in the ankle on the X-ray. The two vets who read the X-ray said it was ‘suspicious.’ To me, it was a big stop sign.”

Win Willy, who broke his maiden last August, has been in serious training since the beginning of the year. He won an allowance race at Oaklawn Park in February, and then followed with a victory in the Grade II Rebel in March, and a fourth in the Grade II Arkansas Derby in April.

“He came a long way in 80 days, and it might have been too much, too fast,” Robertson said. “When he flattened out that way in the Arkansas Derby, I was afraid something was bothering him.  But he’s looked sound and clean-legged since then, and he even went to the track to train early this morning. He’s fine, actually, and he looks the same as always. But I’m not willing to take any chances with him.

“I always told myself that if I got a good horse like this that I wouldn’t push on with him if I suspected something. So I’m sticking to that. He’s too nice a horse to take chances with.”

Robertson said that Win Willy will walk for 30 days and then shedrow for 30 days, and then X-rays will be taken again.

“He had never been X-rayed before yesterday,” Robertson said. “But we decided to take precautionary X-rays because in the back of my mind I thought something had happened in the Arkansas Derby.”

Win Willy breezed twice after the Arkansas Derby on April 11. He went a half in :51.20 at Oaklawn on April 21, then worked five furlongs in 1:02.40 at Churchill Downs on April 27.

Churchill Downs is providing daily updates on your favorite contenders for the 135th running of the Kentucky Derby Presented by Yum! Brands.  Get the latest information below!

ADVICE / DUNKIRK / JOIN IN THE DANCE – It now appears trainer Todd Pletcher will start three horses in Saturday’s Kentucky Derby 135 – Advice, Dunkirk and Join in the Dance.

After consulting with the various owners of his four potential Derby starters, the five-time Eclipse Award-winning trainer decided to go with three and drop one – that horse being Take the Points, who is owned by the Starlight Partners stable of Jack and Laurie Wolf.

“Around noon today Mr. Wolf and I had a discussion in which we weighed all the factors,” Pletcher said. “When we looked at it from all angles, we decided the best way to go with Take the Points was the Preakness. That race gives him two extra weeks, a shorter distance (mile and three-sixteenths) to work with and a track where we think his tactical style will work to best advantage. In the end, we just thought it was the right choice.”

The trainer also noted that he had finalized riding assignments for his three Derby horses, with Edgar Prado on Dunkirk, Rene Douglas on Advice and Chris DeCarlo on Join in the Dance.

Tuesday morning, Pletcher had sent his three workers from Monday – Advice (:47.20), Join in the Dance (1:00.20) and Take the Points (1:00.20) -- back to the track for easy jogs of a mile around the big oval.

Dunkirk, the $3.7 million yearling who flew in from Florida on Tuesday morning to bed down in Pletcher’s Barn 38, was once considered a possible outside-looking-in type on the graded stakes earnings’ list.  But now he is assured a spot in the starting field for the 10-furlong race, and is likely to be one of the solid betting interests.

ATOMIC RAIN / WEST SIDE BERNIE – The minute after he heard that Atomic Rain was a likely Kentucky Derby starter, trainer Kelly Breen had the colt put on a van at Monmouth Park in New Jersey and had him headed for Churchill Downs.

“They left Monmouth at 12:30, and it’s about a 13-hour trip,” Breen said, “so they should get here about two in the morning.”

Atomic Rain, a bay son of Smart Strike-Paradise Pond, by Cox’s Ridge, is owned by George and Lori Hall, who already have a Derby starter in West Side Bernie. Atomic Rain finished fourth when West Side Bernie was second to I Want Revenge in the Grade I Wood Memorial last out.

Atomic Rain has yet to win since breaking his maiden at Monmouth last June, but finished second to Old Fashioned in the Grade II Remsen Stakes at Aqueduct last November. This season at three, he was second, beaten a neck, in an allowance race at Gulfstream Park, ran seventh in the Grade III Sam F. Davis Stakes at Tampa Bay, and then third in a Gulfstream allowance test before his Wood Memorial outing.

Breen said that Joe Bravo, who has been aboard Atomic Rain his past two starts, will have the mount in the Derby. Bravo had his first and only previous Derby mount in 2005, when he finished 16th aboard Spanish Chestnut.

West Side Bernie was out early Tuesday morning, taking a mile and a half gallop around the Churchill Downs oval with Breen aboard.

“We thought we’d beat the weather,” Breen said, “so we got him out early today. He’s doing fine, coming up to the race the right way.”

This will be Breen’s first Kentucky Derby, but his rider for West Side Bernie, Stewart Elliott, won the race aboard Smarty Jones in 2004. Elliott rode West Side Bernie for the first time in the colt’s most recent start, the Grade I Wood Memorial at Aqueduct on April 4.

The Bernstein colt closed ground in the stretch and finished second behind I Want Revenge in the nine-furlong Wood.

“Bernie ran really well that day,” Breen said. “He kicked it in late, maybe a little too late. The extra eighth of a mile in the Derby should be what he needs.”

CHOCOLATE CANDY – All was well with the Chocolate Candy crew at Barn 42 Tuesday morning. Trainer Jerry Hollendorfer, assistant trainer Galen May and exercise rider Lindsey Molina had nothing but good things to say about their colt, who had turned in a nifty :59.20 prep Monday morning in his final major exercise for Kentucky Derby 135.

“He came out of it good, ate up and just walked the shedrow this morning,” Hollendorfer said. “We’re all good.”

The veteran trainer, currently the nation’s sixth-leading conditioner with more than $2.2 million in earnings, will jog his Candy Ride colt Wednesday, gallop him Thursday and Friday, then walk him the morning of Kentucky Derby 135.

Hall of Fame rider Mike Smith, who flew overnight from California to be aboard for the Monday work, once more will be in the tack when they “Run for the Roses.”

DESERT PARTY / REGAL RANSOM – Shortly before dawn and well before rain arrived, trainer Saeed bin Suroor sent the two Godolphin colts out to gallop a mile and a quarter.

Bin Suroor said the colts are happy, healthy and in good form.

After starting their careers in the United States last summer, the colts were sent to Dubai for the winter racing season. Desert Party beat Regal Ransom in the first two of the preps for the $2 million U.A.E. Derby, but Regal Ransom won the main event by a half-length.

“One week before the race, I told the boys in the stable, 'Listen, there might be a surprise in the UAE. Derby,’ ” bin Suroor said. “I was right.  At the same time, Desert Party, who is always happy and does everything you ask him in a professional way, wasn’t really happy when I saddled him for the race. He was really quiet before the race. I thought that wasn’t his day. I checked him for two days after the race and he was very quiet, but later it seemed that he was coming back really good to his form. Now he’s really a different animal.”

Bin Suroor said his colts have flourished in the month since their most recent race.

“When they were in Dubai they improved all the time, but since the last race they look much better than ever,” bin Suroor said. “We come here with some confidence. We’re looking to see our horses run a big race.”

This is the fifth time that Godolphin – the racing operation headed by the ruler of Dubai, Sheikh Mohammed bin Rashid al Maktoum – sent horses to Louisville for America’s biggest race. The top finish was a sixth by China Visit in 2000.

“This is the hardest race in the world,” bin Suroor said, “and the best race in the world, a mile and a quarter for 3-year-olds. It’s hard to win. You need a special horse. Tough. Class. Speed. Everything in one horse.
 “We tried coming from Dubai four times. Now, I think we have better horses than what we saw in Dubai. We’re trying this year and it looks to me that our horses are doing much, much better than ever.”

FLYING PRIVATE – Robert Baker and William Mack's Flying Private walked the shedrow at D. Wayne Lukas' Barn 44 a day after working a half mile in :47.40. Robby Albarado, who has the mount for Derby 135, had been aboard for the work.

This colt has been compared to Charismatic, Lukas' Derby winner in 1999, in that he figures to be a longshot on Saturday. Charismatic won at odds of 31-1.

Lukas pointed out that in addition to Charismatic, his Thunder Gulch in 1995 was a 24-1 longshot.

“Flying Private’s strength is his pedigree and he's truly a mile-and-a-quarter horse,” said Lukas, whose other Derby winners were Winning Colors in 1988 and Grindstone in 1996.

FRIESAN FIRE – It wasn’t Derby Fever that had the attention of Friesan Fire on Tuesday morning at Barn 45.

“He was on his toes before he knew Zenyatta was here,” trainer Larry Jones said referring to the arrival of the undefeated champion mare who is housed seven stalls down from Friesan Fire. “He is quite taken with her.”

Friesan Fire, worked five furlongs in :57.80 on Monday under jockey Gabriel Saez, walked the shedrow Tuesday and will return to the track Wednesday.

“Wednesday will be a goof-off day,” Jones said. “He will go to the gate, paddock, jog and maybe ‘lope’ around there, whatever he wants to do for about 20 minutes.”

Jones said that the Vinery Stables and Fox Hill Farm colt never has had problems with either the gate or paddock.

“I just want to stand him in the gate,” Jones said. “At the Fair Grounds (for the Louisiana Derby), he was on the outside and loaded last and they sprung the latch. I just don’t want him to think it is like that all the time.”

In the Louisiana Derby, Friesan Fire romped by 7 ¼ lengths on a sealed, sloppy track. With rain in the forecast for the rest of the week, the chance for an off track remains a possibility.

“We are not hoping for rain. We want a fast track,” Jones said. “We know we are OK because he ran well at the Fair Grounds in the Louisiana Derby. Churchill Downs gets very good when it is wet. If it rains, we won’t spend the day panicking.”

GENERAL QUARTERS – Owner/trainer Tom McCarthy sent Toyota Blue Grass Stakes (Grade I) winner General Quarters out for a mile and half gallop under regular exercise rider Julie Sheets before the renovation break Tuesday morning.

“He’s doing good, couldn’t be any better,” McCarthy said as a steady rain beat down on Barn 37.

General Quarters never has raced on an off track, but McCarthy does not think it will be a problem for the son of Sky Mesa.

“Whenever he gallops on an off track, Julie says he just floats over it,” McCarthy said. “He was here all last summer when there was a lot of rain and handled it fine.”

Julien Leparoux, who will ride General Quarters in Derby 135, stopped by the barn and had a five-minute chat with McCarthy. Leparoux has not been aboard General Quarters, who was ridden in the Blue Grass by Eibar Coa.

HOLD ME BACK – WinStar Farm’s Toyota Blue Grass Stakes (Grade I) runner-up Hold Me Back jogged a mile Tuesday morning. He turned in his final breeze Sunday.

Hold Me Back has picked up all three of his career victories on synthetic surfaces and his only off-the-board result was on the dirt in the Remsen at Aqueduct. Trainer Bill Mott said the colt moves beautifully over the dirt in training and that it is too early to say he prefers one surface to another.

“We’re not about to say our horse can’t run on the dirt just off one race,” Mott said.  “We’re going to give him the chance on Saturday and then we’ll see.”

Kent Desormeaux has the riding assignment on Saturday.

I WANT REVENGE – Just after the renovation break and minutes before torrential rains fell at Churchill Downs on Tuesday morning, I Want Revenge took good advantage of a fresh and fast race track during a four-furlong workout in :47.20 under jockey Joe Talamo.

The Wood Memorial (Grade I) winner turned in fractions of :11.40, :23.20 and :35.40 during his final serious prep for a start in the Kentucky Derby.

“We got a great race track today, and we got to let him do what he normally does. I think we accomplished what we wanted to do today,” trainer Jeff Mullins said. “We just wanted to see him moving forward and into the work and happy. He worked this morning like he normally does.”

The workout was the fastest of 49 recorded at the distance. Managing partner David Lanzman’s homebred colt galloped out five furlongs in 1:00.80.

“Like Dave was saying to his kids: This is the final hurdle before the big show. But we have four more hurdles to go until Saturday,” Mullins said. “Every day you have to wake up and hope that he’s in good health and stays that way until Saturday.”

Talamo also expressed satisfaction with the tune-up.

“I’m pretty confident, especially today. Like Jeff said, I feel like we accomplished pretty much what we wanted to do,” said Talamo, a 19-year-old Louisiana native who had worked I Want Revenge at Churchill Downs twice prior to Tuesday’s bullet move. “We caught a real good race track today. The last couple of times, it was a little deep because of rain the day before. But it was great. He finished up real well; just the way we wanted him to.”

The Southern California-based jockey had gained a world of confidence in I Want Revenge during their eventful journey in the Wood Memorial, in which he broke dead last and was blocked behind a wall of horses in mid-stretch before jetting through a hole on his way to a courageous victory.

“From the Gotham and even before that, we knew he was a pretty good horse. Obviously, in the Wood, that answered a lot of questions for everyone. To overcome a trip like that is just incredible,” Talamo said. “He’s so mature for his age. It’s hard to explain. He does everything so easily.

“He’s definitely one that has a few gears on him, which helps in a race like the Derby, because there’s a lot of stop and go – hopefully not, but it does happen. But he’s definitely one of the contenders.”

Preparing for his first ride in the Derby, Talamo has sought out the advice of several prominent jockeys, past and present.

“I’ve talked to a few guys, Gary Stevens, Robby Albarado, Jerry Bailey, that’s just to name a few. They’ve all pretty much given me the same advice: Don’t cry when ‘My Old Kentucky Home’ comes on,” Talamo said.

Talamo will particularly take Stevens’ words to the starting gate with him for his initial Derby experience.

“He said just keep both feet on both sides and your mind in the middle,” Talamo said.

Mullins said I Want Revenge would walk the shedrow Wednesday, jog a mile and gallop a mile on both Thursday and Friday, and jog a mile on Saturday.

MINE THAT BIRD – Trainer Chip Woolley was feeling philosophical at Barn 42. His Kentucky Derby colt, Mine That Bird, had come out of his final work for the race Monday in good fashion and had merely walked the shedrow Tuesday. The Birdstone colt had “eaten up” and was a happy camper, and so was his conditioner.

“It’s down to racin’ luck and what happens,” the 45-year-old native of New Mexico said, sounding like a man who realized he’d done all the heavy lifting and that much of what would happen next would be in the hands of the racing gods.

“I’m just so tickled that me and my horse and my owners are now going to be part of the history of the Kentucky Derby,” he said. “We’re going to do it and they won’t ever be able to take that away from us.

“I just wanted my horse to be ready to give the best effort of his life, and I believe we’re there. He’s never been better and now we’re going to see just what he can do. When the race is done we’ll know where we’re at with him. But we’re going in ready to give it our best and we can’t ask for more than that.”

Calvin Borel, who won the 2007 Derby on Street Sense, worked Mine That Bird Monday in 1:02 and has the call on Saturday.

MR. HOT STUFF – Owned by WinStar Farm, Mr. Hot Stuff made his first appearance on the Churchill Downs racing strip Tuesday morning at 7, beating the rains that hit the area by getting in both a leg-stretching of a mile and one half under exercise rider Paul Turner and a quick bath back at Barn 41 before the skies opened.

Half of the WinStar connection ownership connection, Bill Casner, looked on trackside with trainer Eoin Harty as their handsome, near-black youngster went through his exercise.

Mr. Hot Stuff, of course, is a full brother to another WinStar runner, the more-heralded Colonel John, who last year – like his brother – came from California for the race. Circumstances this time are a bit different, however. Colonel John was one of the “buzz” horses for the 2008 Derby, finally going off the second-betting choice. Little brother Mr. Hot Stuff comes to town with a much lower-key resume and figures to be one of the outsiders in Derby 135.

John Velazquez has the call on Mr. Hot Stuff for the Saturday classic.

MUSKET MAN – Musket Man was out early Tuesday morning. With exercise rider Salvador Dominguez aboard, Musket Man schooled at the gate and then galloped a mile and a half around the fast main track.

“He just stood in the gate a while,” trainer Derek Ryan said after bicycling back to Barn 41 behind Musket Man. “He’ll gallop up to the race now.”

Musket Man, who has won the mile and a sixteenth Tampa Bay Derby (Grade III) and the mile and an eighth Illinois Derby (Grade II) in his past two starts, has already breezed twice at Churchill Downs since he got to Kentucky two weeks ago. He went six furlongs in 1:13 flat on April 18, and then five furlongs in 1:01.60 last Saturday with jockey Eibar Coa aboard. The Derby will be his fifth start of the year.

There have been questions about Musket Man getting the Derby distance with what is essentially sprint breeding, but his half-sister, whom Ryan also trained, won short and long on dry and muddy tracks, on turf and synthetics.

“She just liked to win, and he’s the same,” Ryan said. “I’ve been hearing about his distance ‘limitations’ since his first start last October. Well, so far he’s won at six and seven furlongs, a mile and a sixteenth, and a mile and an eighth. I think he’ll handle another furlong.”

Musket Man is owned by the partnership of Eric Fein and Vic Carlson, and they’ve watched the $15,000 yearling purchase win five of six career starts and earn $572,600 since he debuted on Oct. 25 at Belmont.

PAPA CLEM – Bo Hirsch’s Papa Clem galloped a mile and a half under exercise rider Mundo Gonzalez before the renovation break and before the rain Tuesday morning.

“He will gallop Wednesday and Thursday I’ll breeze him,” trainer Gary Stute said. “Rafael (jockey Bejarano) is supposed to be here to work him. He’ll blowout a good quarter down the lane and out to the seven-eighths.”

Papa Clem’s lone race on an off track was a runner-up finish to Friesan Fire in the Grade II Louisiana Derby at Fair Grounds  and Stute would prefer not to see an off track on Saturday.

“I’d rather not see an off track because Friesan Fire beat me so easy,” Stute said of Papa Clem finishing 7 1/4 lengths back. “The first time he sees something, he is a little hesitant. It should help him for this time if it rains.”

PIONEEROF THE NILE – Trainer Bob Baffert said the Empire Maker colt owned by Zayat Stables came out of a fine work in fine shape.

Pioneerof the Nile breezed five furlongs in 1:01 Monday morning. Tuesday was a quiet morning.

“He walked the shedrow today and will jog tomorrow,” Baffert said. “He looks fantastic.”

Garrett Gomez has the riding assignment on Saturday.

SQUARE EDDIE – Kentucky Derby 135 lost a candidate Tuesday morning when trainer Doug O’Neill said that the Smart Strike colt Square Eddie had been withdrawn from consideration for the race.

“We thought he’d come out of his work (:50.20) Sunday in good shape,” O’Neill said at Barn 17 on Tuesday morning, “but then Monday we felt some heat in his left front shin. We called Dr. (Mark) Cheney and took some X-rays. The X-rays didn’t show anything, but that heat is there and Dr. Cheney said it might be best not to take any chances; that we were probably looking at a sign of possible problems.

“In the end, we decided to err on the side of caution. Mr. (Paul) Reddam said ‘Do what’s in the best interests of Eddie,’ and that’s what we’ve done.”

Square Eddie had suffered a small fracture in his left front leg following a workout in February in California and had been backed off training and racing until he returned to action April 18 at Keeneland in the Coolmore Lexington Stakes (Grade II), where he made a swooping move to the front in the stretch, but then fell back to finish third.

The Canadian-bred now will be shipped back to California “either next Monday or Tuesday,” according to O’Neill.

“We’re just on chill mode with him now,” he said. “There’s no real plan from here; we’ll let him tell us how he’s doing and when we can start back with him.”

SUMMER BIRD – Trainer Tim Ice braved the approaching storm Tuesday morning and took Summer Bird to the track when the track reopened at 8:30 a.m. The Birdstone colt was still galloping under jockey Chris Rosier when the rain came pelting down.

“It didn’t bother him a bit,” Ice said. “He trained all winter down at Oaklawn and it rained a lot there, too. I thought he trained well here today, and I’m very happy with the way he’s coming up to the race.”

Summer Bird, who has had just three career starts – all on a fast track – has a pedigree that says he’ll run on any surface.

“He trained as good on wet tracks as dry tracks in Arkansas,” Ice said, “maybe even better. I don’t think track condition will affect him at all.”

Summer Bird made his first start March 1, broke his maiden March 19, and then ran third behind Papa Clem in the Grade II Arkansas Derby on April 11. The money he earned in that race, shot him right into the top 20 on the earnings list and guaranteed him a Derby berth.

This will be the 34-year-old trainer’s first Derby, and first Grade I stakes runner. A former assistant to Morris Nicks, Cole Norman and Keith Desormeaux, Ice went out on his own less than a year ago, in late May of 2008. But he’s been around the track most of his life.

“I first went to the track when I was 13, with my stepfather Frank Rapp,” Ice said. “He took me to Waterford Park (now Mountaineer in Chester, W.Va.) where he trained a couple of horses. Not long after that, we moved to Louisiana where I grew up near Louisiana Downs.”

Ice still lives in Bossier City, La., with his wife Heather.

WIN WILLY – One day after his final Kentucky Derby breeze, Win Willy just walked under the shedrow in Barn 45 for trainer Mac Robertson.

The colt by Derby winner Monarchos was credited with a five-furlong breeze in 1:02.40 on Monday with exercise rider Eli Lopez aboard.

“I’m not certain the time is right,” Robertson said, “because he was out there with a bunch of other Derby horses when the accident happened and there was a lot of confusion. But the time doesn’t really matter.  He went along nice and even the whole way, and I was very happy with the way he finished up the work, he looked really strong galloping out. I was very happy with the way he came back and cooled out. He’s doing great today.”

Robertson, one of several first-time Derby trainers, said he’ll be leading the rain dance party this week.

“I hope it rains and keeps on raining,” the trainer said. “I hope it rains so much they think about canceling the races, but they can’t because it’s Derby Day.”

Win Willy, whose pedigree drips with off-track form, shows just one start over a track other than fast. That was the Grade II Rebel Stakes at Oaklawn Park on March 14, a race he won by more than two lengths going away. The track was officially listed as “good” that day.

“I don’t know what they called it, but I called it muddy,” Robertson said. “Deep muddy. And my horse just loved it. That’s why I’m hoping for a wet track, because I know some of the others won’t like it a bit.”