03/10/2005 12:00AM

Statebreds look best in Flag Officer

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STICKNEY, Ill. - The Flag Officer Stakes was scheduled as a prep for the Grade 2 Illinois Derby, but the race might boil down to a battle of the Illinois-breds.

Humor at Last, who missed a perfect 2-year-old season by a half-length, and Win Me Over, the colt that handed him his only 2004 defeat, are the backbone of the $40,000-added Flag Officer - what little bone there is. Only five horses were entered in Saturday's 1 1/16-mile race at Hawthorne, and two of them, Five Rubies and Royal Flyer, appear overmatched. The fifth is Raving Rocket, a stretchout sprinter with speed and a touch of quality who could steal the Flag Officer if the racetrack is carrying inside speed.

The connections of Humor at Last, at least, have designs on the April 9 Illinois Derby, but Humor at Last must progress to get there with a chance. Win Me Over beat him by a half-length when the two met last Dec. 18 in the $115,000 Jim Edgar Futurity, a race in which Humor at Last's greatest strength, his speed, might have proved his undoing.

and jockey Larry Sterling fought for the lead through fast early fractions in the Edgar, and as Humor at Last tired in the final 200 yards, Win Me Over, who had raced in 13th place on the backstretch, came and got him.

But in his first start as a 3-year-old, Humor at Last showed he's learning. Three weeks ago, in the $100,000 Southwest Stakes at Oaklawn, Humor at Last rated behind a moderate pace. He grew weary during the final quarter-mile and finished third of seven, but the relaxed approach pleased trainer Tony Mitchell.

"That's exactly what I want to see again this time," said Mitchell, who trains Humor at Last for Ron Armstrong and John Wallace.

couldn't keep up with Humor at Last in sprints, but turned the tables when the horses stretched out to two turns in the Edgar. Bred and owned by Nancy and Harvey Vanier, Win Me Over was produced by the mare Wade for Me, a high-quality long-distance grass mare in her day, but Win Me Over, making his first start in 2005, finished a distant sixth Feb. 27 at Gulfstream in the Dave Feldman Stakes, his turf debut.

"They said the course was kind of hard, and he's had some trouble with his feet, so maybe they were stinging him," said Brian Williamson. Williamson, the Vaniers' son-in-law, was listed as trainer for most of Win Me Over's 2-year-old season, and welcomed him back into his barn this week when Win Me Over returned from Florida.