Updated on 09/17/2011 11:18AM

Destination Churchill Downs

Trained by Bobby Frankel, the dynamic duo of Empire Maker (foreground) and Peace Rules chill Monday in the barns at Churchill Downs.

Empire Maker arrived at Churchill Downs on Sunday, and Peace Rules arrived there Monday, as trainer Bobby Frankel's Kentucky Derby runners settled in to begin final preparations for the May 3 Kentucky Derby.

As of Monday, fewer than the maximum 20 3-year-olds were expected to run in the 1 1/4-mile Derby. If more than 20 are entered, the field is restricted based on earnings in graded stakes races. But many well-regarded prospects - such as Lion Tamer and Man Among Men - took themselves out of the Derby picture with poor performances on Saturday, thus shrinking the prospective field.

There is always the possibility, as happens many years, that some owner or trainer will desire to run an overmatched longshot in the Derby, just to say he had a horse in the race, and enter at the last second. But as of Monday, the earnings rule did not appear as though it would need to be invoked to trim the field.

Considered definite for the race are Atswhatimtalknbout, Brancusi, Buddy Gil, Empire Maker, Funny Cide, Indian Express, Kafwain, Offlee Wild, Peace Rules, Sir Cherokee, Supah Blitz, and Ten Most Wanted. Also very likely to run are Fund of Funds and Outta Here. Possible are New York Hero and Senor Swinger. Eugene's Third Son is a "remote possibility," according to trainer Patrick Byrne, but will most likely await the May 17 Preakness Stakes. Lone Star Sky has the earnings to run in the Derby but probably won't, said his trainer, Tom Amoss.

This Saturday's $325,000 Coolmore Lexington Stakes at Keeneland could produce a few more Derby starters. Among those scheduled for the 1 1/16-mile Lexington are Ministers Wild Cat, Ocean Terrace, Scrimshaw, and Trust N Luck.

Also, trainer Christophe Clement reiterated on Monday that he would not run the lightly raced Dynever, the impressive winner of the Aventura Stakes, in the Derby.

Empire Maker solidified his position as this year's Derby favorite with his measured victory over a game Funny Cide in Saturday's Wood Memorial at Aqueduct. He got a Beyer Speed Figure of 111.

Frankel was back at his Hollywood Park barn on Monday, overseeing his West Coast-based stable before his scheduled return to Kentucky later this week. He said Empire Maker's win, in concert with jockey Jerry Bailey, was "perfect."

"It was good that when that other horse came to him," Frankel said, referring to Funny Cide, "it wasn't Jerry that made him go on, it was the horse."

Frankel said he thought Empire Maker could improve "five lengths" off the Wood, which marked his fourth start at 1 1/8 miles.

"I hope there's a lot more there," Frankel said. "If he improves five lengths we'll be looking good."

The way in which Bailey and Frankel approached the Wood was reminiscent of the way jockey Bill Shoemaker and trainer Charlie Whittingham would prep horses for major stakes in the 1970's and 1980's. But Frankel cited a more modern influence for his being cognizant of not having Empire Maker peak too soon.

"It's the sheet numbers," he said, referring to a handicapping aid he often consults. "You don't want a horse coming back in three weeks to put in a big effort, then not fire three weeks later."

Peace Rules, who in Frankel's barn is playing the role of Coaltown this spring to Empire Maker's Citation, was a front-running winner of Saturday's Blue Grass Stakes over a Keeneland surface that promoted horses with inside speed. Peace Rules got a Beyer figure of 104. Frankel said Peace Rules "won easily" and "had plenty left."

Peace Rules needed 40.40 seconds to complete the final three furlongs of the Blue Grass, but still drew clear of his rivals to win by 3 1/2 lengths.

"Everybody's making a big deal out of the 40 seconds, but if he took 40 seconds, the others took 45," Frankel said. "It had to be the track."

Frankel said both Empire Maker and Peace Rules would have just one workout each between now and the Derby, approximately one week before the race.

Brancusi, who was second in the Blue Grass, and Offlee Wild, who was third, are both headed to the Derby.

Brancusi "should be perfect in three weeks," according to his trainer, Patrick Biancone. "I'm happy. He should improve very much."

Offlee Wild, who was ridden by Pat Day, was making his first start in two months after taking ill following the Fountain of Youth Stakes.

"I was very happy with it, after everything he's gone through," T.V. Smith, the trainer of Offlee Wild, said Monday from Churchill Downs.

Smith might need a jockey, however, because Day is committed to ride Ten Most Wanted, the Illinois Derby winner, for trainer Wally Dollase in the Kentucky Derby.

"I don't want to commit just yet, because if something happened to Dollase's horse, I'd like to have Day available," Smith said. "Numerous jockeys already have thrown their hat in the ring."

Sir Cherokee, the late-running, upset winner of the Arkansas Derby, appears to be the only horse from that race who will go on to the Kentucky Derby. He received a career-best Beyer Figure of 106 for that performance.

"We're very excited, in awe, probably overcome a little bit," trainer Michael Tomlinson said of having a horse in the Derby. "It's a great feeling."

Sir Cherokee returned to Louisville on Monday and will train at Churchill's Trackside training facility, about 10 minutes from Churchill Downs. Perfect Drift, who finished third in last year's Derby, was based there, too.

Trust N Luck was credited with a mile workout in 1:44.60 on Monday at Calder, though trainer Ralph Ziadie said Trust N Luck worked five furlongs. Ziadie said he timed Trust N Luck in 1:04.

Buddy Gil, the Santa Anita Derby winner, worked a half-mile in 46.80 seconds on Monday on Santa Anita's training track, which was rated muddy. Only five horses worked at Santa Anita on Monday, and they were confined to the training track, because wet weather closed the main track to workers.

Workouts also were canceled both Sunday and Monday at Hollywood Park because of the rain. Ministers Wild Cat was scheduled to work one of those days and then travel to Kentucky on Thursday. Nevertheless, he was now scheduled to fly to Kentucky on Tuesday, and possibly have a short workout later in the week at Keeneland.

Buddy Gil and Ministers Wild Cat were scheduled to be on the same flight Tuesday as Indian Express, Kafwain, and Ocean Terrace.

Ocean Terrace worked five furlongs in 1:00.40 on Sunday at Santa Anita.

Atswhatimtalknbout, who is at Churchill Downs, and Ten Most Wanted, who is at Keeneland, are both scheduled for workouts on Wednesday.

- additional reporting by David Grening, Mary Rampellini, and Mike Welsch