09/06/2006 12:00AM

Change Up looking better all the time

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Mountaineer Race Track
Change Up wins the Mountaineer Juvenile Fillies, beating Appealing Zophie, who went on to win the Spinaway.

ARLINGTON HEIGHTS, Ill. - Steve Flint was not the only person to watch with interest the Spinaway Stakes on Monday at Saratoga, a 2 year-old filly race with major implications for the fall. And Flint was familiar with the 5 1/4-length winner of the Grade 1 Spinaway, Appealing Zophie, since a month earlier a filly Flint trains, Change Up, had beaten Appealing Zophie by more than four lengths.

Not many had their radar tuned to West Virginia for that Aug. 6 confrontation - the Mountaineer Juvenile Fillies is not typically a hotbed of top-class talent. This year looks different. Change Up finished well clear of Appealing Zophie, who in turn was more than eight lengths ahead of the third-place finisher. Change Up's six-furlong time of 1:10.03 was faster than sprint stakes on the same card for older females and males, and almost two seconds faster than a colt named Speedway - trained by Flint's father, Bernie - went winning the Mountaineer Juvenile.

"When we saw all that, we thought, 'What's going on here?' " Steve Flint said.

Flint and Change Up's owners, Richard, Bertram, and Elaine Klein, quickly figured it out: They have a 2-year-old of unusual talent. Change Up's next step comes Sunday at Arlington, when she starts as the likely favorite in the Grade 3 Arlington-Washington Lassie, which at this stage looks like a significant Midwest proving ground for the Breeders' Cup Juvenile Fillies.

Besides Change Up, the race is expected to draw Dreaming of Anna, who won her maiden here by more than four lengths and set a course record in a Colonial Downs turf-sprint stakes on July 29; Nola Star, who won a one-mile maiden race Aug. 5 at Arlington by more than 16 lengths; plus Sea the Joy and Lenaro, one-two finishers in a good-looking local overnight stakes prep for the Lassie.

Change Up debuted on May 5, Kentucky Oaks Day, at Churchill Downs, and lost by a nose in a roughly run race. Flint claimed foul to no avail, but said the physical experience actually helped Change Up, who went on to win a Churchill maiden race by six lengths on June 10.

"That race made her mentally tougher," he said. "I could see a difference right away in her training."

Change Up was pointed for the Churchill Downs Debutante, but she became sick a week before the race and missed two weeks of training.

But Change Up bounced back, aced the comeback race at Mountaineer, where she earned a Beyer Speed Figure of 98, and now seems set for a productive fall campaign. The Kleins made the Breeders' Cup Juvenile Fillies in 2000 with Thunder Bertie, who won the Lassie here and finished seventh in the Breeders' Cup. But while Flint obviously has high hopes for Change Up, he's looking no further ahead than Sunday's race.

"Two-year-olds change from week to week," Flint said. "She's still got to go out and do her thing. We're optimistic, but we're cautious, too. We've been in this boat before."

No down time for Holthus barn

Bob Holthus is an Oaklawn Park icon and runs as much as any trainer at Churchill's spring-summer meeting. This is supposed to be his slow time of year, with some runners at Ellis and an Arlington starter or two.

"Usually, we wait for the fall and see if we can do any good at Keeneland," Holthus said.

But this year, Holthus has contenders for both 2-year-old stakes races Sunday at Arlington: Lenaro, a fast-closing second in the Aug. 20 Top Flight here, starts in the Lassie, and Officer Rocket, a 13-length winner of the Spectacular Bid here last out, will be one of the favorites in the Arlington-Washington Futurity.

Lenaro won her career debut at Churchill, and Officer Rocket lost his, but it is Officer Rocket, a son of the hot first-crop sire Officer, who so far has looked like the more precocious horse. He won a July 30 Arlington maiden by 5 1/2 lengths before blowing away six rivals in the Spectacular Bid.

"He's very talented," Holthus said. "Everyone that has been on him has been in love with him." Holthus said that jockeys Mark Guidry and John McKee "both think he has a lot of class."

Lenaro has run in three stakes races since her debut win. Holthus said Lenaro bled slightly through Lasix in the Ellis Park Debutante, and she ran much better last time out when she finished second in the Top Flight. Both horses will be shipped from Churchill Downs on Saturday, Holthus said.

Pucker Up attracts 10

Though trainers Todd Pletcher and Bill Mott chose to withhold possible starters in Saturday's Pucker Up Stakes, the race still came up decently, with a field of 10 entered on Wednesday.

The favorites figure to be Soothsay, who ships in from California for trainer Jim Cassidy; Vacare, an easy winner of her first two career starts here at Arlington; Palace Rumor, who has won three straight for trainer Burl McBride; and perhaps Walklikeanegyptian, a sharp second-level allowance winner in her last start.

It is hard to know what to make of Ballet Pacifica, a French import who will race Saturday for trainer Jean-Claude Rouget and owner Joseph Allen. Hard even for Patrick Biancone, who will take over Ballet Pacifica's training after the Pucker Up.

"It's difficult to talk about a horse I've never seen in my life," Biancone said, "but Rouget likes her a lot, and the owner is keen on her. She should be a good asset to our barn."