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With Rafael Bejarano aboard, Sir Shackleton rolls to a 1 3/4-length victory in the Grade 3 Derby Trial on opening day at Churchill Downs.

Zito, in his normally excitable state following a win of significance, said he "always wanted to win" the Grade 3 Derby Trial. But he was unable to resist looking ahead to the Derby.

"I've got this one on the resume now," he said. "As far as the Derby, sure, you're always hoping something like this is an omen."

Sir Shackleton, ridden by Rafael Bejarano, emerged from a well-bunched pack before turning back Courageous Act in a race dramatically altered by the early scratch of Rock Hard Ten, who surely would have been a heavy favorite in the one-mile Trial, the opening-day feature of the 53-day Churchill spring meet. Sir Shackleton took heavy play in the final wagering cycle to become a slight 6-5 favorite over Bwana Charlie in the field of five 3-year-olds.

Sir Shackleton, bred and owned by Tracy Farmer, was coming off an April 9 allowance victory at Keeneland. Always prominent down the backstretch when racing between rivals, he put away Quick Action, then Bwana Charlie, then had plenty left to turn back Courageous Act.

"I thought he was getting in a speed duel," said Zito. "But he fought back and had more guts. The kid [Bejarano] did a good job, too."

Bwana Charlie, who finished another 8 1/2 lengths behind Courageous Act, had a three-race win streak snapped. Honolua Storm and Quick Action ended the order of finish.

The win mutuel on Sir Shackleton was $4.40, and his final time over a fast track was 1:37.61. Ontrack attendance was 11,412.

Blinkers help A. P. Adventure

When A. P. Adventure finally lost a race, Wally Dollase suspected there may have been a good reason. This is what he came up with: "She's too smart."

After consulting with jockey Alex Solis, Dollase decided soon after A. P. Adventure finished third under Solis in the March 13 Santa Anita Oaks that she needed blinkers. So in every major training move since that last race, including a five-furlong drill Saturday at Churchill, A. P. Adventure has worn full-cup blinkers.

"I've had two extremely smart fillies in my career, Jewel Princess and Windsharp, and they figured everything out right away," said Dollase. "This filly is the same way. She's so smart, she only does what she has to do. I think the blinkers are making her focus much more."

A. P. Adventure, an A.P. Indy filly owned by Bob and Beverly Lewis, is one of 11 3-year-old fillies poised to run Friday in the 130th running of the Grade 1 Kentucky Oaks at Churchill Downs. The other probables are Ashado, Class Above, Halfbridled, Hollywood Story, House of Fortune, Island Sand, Last Song, Madcap Escapade, Silent Sighs, and Victory U. S. A.

A. P. Adventure began her career with three straight wins, capped by the Grade 1 Las Virgenes, before finishing third in the Santa Anita Oaks, beaten three lengths, behind Silent Sighs and Halfbridled. Dollase said Solis told him afterward that A.P. Adventure "has all the talent in the world, but just needs to keep her mind on her business."

In her Saturday work, A. P. Adventure, with exercise rider Raul Vizcarrondo up, was caught in 1:00.80 over a good surface. Solis, having chosen Halfbridled for the 1 1/8-mile Oaks, will be replaced by Mike Smith, who rode A. P. Adventure in her career debut in October.

Ashado gives more in latest work

Ashado encountered some traffic Saturday morning during her final workout for the Kentucky Oaks, but her connections were nonetheless pleased with the outcome of the drill.

Ashado worked five furlongs in 58.64 seconds, according to Daily Racing Form, over a track labeled good. Under exercise rider Michelle Nihei, Ashado worked inside of a stablemate, the stakes-winning Bohemian Lady. Entering the stretch, the duo came up behind another horse, who had started a work well in front of them. Nihei, sensing Ashado was going too fast, kept a stern hold of her through the lane so as to not pass the horse ahead of her. She was successful in doing that and finished a neck in front of Bohemian Lady.

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"The last thing we wanted to do was get by the horse in front of us and go in 57," Nihei said. "Probably the key indicator for us is that her gallop out was tremendous. Off of her 2-year-old year and early in her 3-year-old year, she'd never been one that likes to do a lot in the mornings. She liked to take care of herself and take it easy. That's not what she's doing right now. She's just really focused; she's a lot of horse."

Ashado, who won the Fair Grounds Oaks earlier this year, has trained exceptionally well since finishing second behind Madcap Escapade in the Grade 1 Ashland on April 4 at Keeneland, according to trainer Todd Pletcher.

"Her two works after the Ashland have been the two fastest works she's ever had," Pletcher said. "She's such a big, strong filly. She was so lazy and carried so much condition I was always wondering if I was getting enough done with her. Now, she's giving it to us without us asking for it."

Martinez will root for 'Smarty'

Jockey Willie Martinez was aboard Smarty Jones when he worked five furlongs here Saturday morning, just as he's been every time since trainer John Servis shipped Smarty Jones, the undefeated 3-year-old, to Oaklawn Park in mid-January. But Martinez will be a spectator when Smarty Jones runs in the Kentucky Derby, deferring once again to regular rider Stewart Elliott.

"Naturally I'd love to be riding him in the Derby, but I knew going in that Stew was his regular jockey," said Martinez. "John [Servis] and I have been good friends for a long time, and it's great just to be part of the team. He's a very special horse, and I think I've been able to teach him to do some things he couldn't do before I began to work him. Obviously we're all doing something right with this horse, and I'll be pulling for all of them when he runs in the Derby."

Servis said he and Martinez go back a long way, and he is grateful to have had him on board this year.

"Willie rode for me years ago, when he had the bug," said Servis. "And he's certainly become a major part of this team. I know it's difficult being in the background when Smarty Jones runs, but he's been very professional about the whole situation, and if something were to happen to Stew he would certainly be my choice to ride this horse, in the Derby or any other race. He might not be a top-name rider, but he's a very good one, has always done well at Churchill Downs, and he probably knows Smarty Jones as well as anybody. Even as well as Stewart knows him."

Lady Tak back in winner's circle

Lady Tak, winless in three starts since taking the Grade 1 Test last July at Saratoga, went gate to wire on Saturday to take a $63,000 classified allowance race by two lengths over stablemate Souris. Under Shane Sellers, Lady Tak ($3.60) covered six furlongs in 1:09.89.

"It's huge to me to have her back winning," said trainer Steve Asmussen. "Obviously, she's still got talent. It was her confidence that we had lost, and hopefully that was a step in the right direction."

After winning the Test, Lady Tak finished second in the Grade 1 Gazelle before finishing last in the Breeders' Cup Distaff. Her 4-year-old debut was just as bad, as she faded to last in the Madison Stakes after dueling for the lead.

Asmussen said Lady Tak "gave up" in the Distaff, possibly feeling the effects of a long 3-year-old campaign. In the Madison, Asmussen said Lady Tak was "underprepared, a bad training job last time. Honestly, she was just not fit for it."

Asmussen said he did not have a race picked out for Lady Tak's next start, but she is likely to ship to Belmont Park for the summer. Asmussen's main goal is the Grade 1 Ballerina Handicap at Saratoga on Aug 29.

Sightseek gets 122 pounds for Louisville BC

Sightseek, the multiple Grade 1-winning mare, was assigned 122 pounds for the Grade 2, $300,000 Louisville Breeders' Cup Handicap, to be run Friday. She was assigned three pounds less than Azeri, who is not expected to run.

Sightseek, who won the Grade 2 Rampart Handicap in her last start, heads a field that is expected to include Lead Story (116 pounds), Pocus Hocus (114), Yell (114), and La Reason (111).

Azeri was assigned 125 pounds for the Grade 1, $250,000 Humana Distaff, to be run Saturday at seven furlongs. She is expected to run against Randaroo (121), Bear Fan (116), Mayo on the Side (114), Halory Leigh (110), and Keiai Sakura (110). Mayo on the Side was supplemented at a cost of $12,500. Harmony Lodge (119) is possible.

Churchill racing secretary Doug Bredar picked Azeri up two pounds off her win in the Apple Blossom, and Sightseek one pound off her victory in the Rampart.

"Azeri's a champion; she was generously weighted in the Apple Blossom at 123, and she won convincingly in arguably the most difficult filly and mare dirt race that's been run," Bredar said. "Sightseek beat a weak bunch in a Grade 2, so we picked her up one pound."

- additional reporting by David Grening and Mike Welsch

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Rock Hard Ten soaks up the ambience of Churchill Downs and its famous twin spires.

Funny, but racing fans think it's all pretty neat.

A 53-day spring meet begins Saturday at Churchill, where the prospective field for the 130th Derby on May 1 is wonderfully scrambled, and a facility that fairly begged for a bulldozer is now in the final year of a $121 million overhaul. The result is a one-of-a-kind spring meet, one in which record-high odds for the Derby favorite seem likely, and one that will have patrons on the lookout for new comfort zones amid unfamiliar surroundings.

While this transition from old to new has brought a slew of major changes, there still remains a core of tradition that makes Churchill Downs a special place. They'll still mix ice and bourbon to make mint juleps, and the world famous twin spires have been spared the wrecking ball, but, perhaps above all, there is this: full fields of world-class racehorses, which is the most a dedicated horseplayer dares to ask for.

"We think this is going to be a fantastic meet," said Churchill racing secretary Doug Bredar. "The Derby itself is going to be an incredible betting race, which we hope will set the tone for the whole meet. Everyone is excited with the renovations with the eye toward the future."

As usual, the highlight of opening day is the $100,000 Derby Trial, a race that long has been a misnomer but tends to attract substantial interest nonetheless. Rock Hard Ten, with Pat Day named to ride, is the obvious favorite among the six 3-year-olds entered in the one-mile Trial, but therein lies a catch: Trainer Jason Orman has reserved the right to scratch Rock Hard Ten if he reasons that there is a chance the colt will be able to crack the lineup for the Derby next Saturday. As of Thursday, Rock Hard Ten was 24th on the graded-earnings list and only the top 20 will be eligible to enter the Derby.

If Rock Hard Ten remains in the Grade 3 Trial, he clearly will be the horse to beat, having run three terrific races in California to start his career. If Rock Hard Ten doesn't run, the favorite's role most likely would go to Bwana Charlie, winner of the Lafayette Stakes at Keeneland in his last start. Shane Sellers, a three-time leading rider at Churchill, has the mount on Bwana Charlie.

The other scheduled starters in the Trial are Quick Action, Sir Shackleton, Honolua Storm, and Courageous Act. Of those, Courageous Act, trained by Bob Baffert, probably rates best after rallying to win the San Pedro at Santa Anita four weeks ago.

The Trial is the first of 33 stakes at a spring meet in which purses are expected to average nearly $450,000 per day and total stakes purses will exceed $7 million. Fourteen of those stakes will be run next week, after which the post-Derby segment of the meet begins.

To their credit, Churchill officials have done well in crafting another notable racing day during what formerly had been a vacuous span. Stephen Foster Day, set this year for June 12, now includes six stakes, led by the Grade 1 Stephen Foster Handicap for older horses.

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Meanwhile, the battle for top trainer at the spring meet should be very interesting. Dale Romans has been the dominant figure recently, having won or tied for the last four spring meet titles, but Steve Asmussen, who has Bwana Charlie and another 200-plus horses stabled among several facilities, could pose a major threat this year. Asmussen has built a national powerhouse barn in recent years, and has said he intends to be a major player here this spring.

As for opening weekend, the weather forecast is calling for more of the rain that has fallen here in recent days. Off-and-on rain that began here Tuesday is supposed to continue straight through the weekend. High temperatures are forecast for the low 70's.

* TVG is the lone television outlet that will be covering the Derby Trial, although fans can get into a Derby mood by watching the one-hour Triple Crown Special program Saturday on ESPN2 at 3 p.m. Eastern. Post time for the Trial is 4:45 p.m.

Monday is the lone dark day here before Derby Day. After the Derby, Churchill will be dark for three consecutive days with racing resuming on May 5.

Action This Day has been suffering from a sore back, which Mandella says came to the fore following his sixth-place finish in the Toyota Blue Grass Stakes. Since then, Action This Day has been treated by a chiropractor and with acupuncture, and his progress, according to Mandella, has been noticeable.

The workout by Action This Day was done in company with stablemate Halfbridled, who was preparing for the April 30 Kentucky Oaks. The team drill of last year's champion 2-year-olds highlighted a busy morning that began insanely early - with the 5:20 workout of Imperialism - and included developments right through the end of training hours.

Most significantly, Preachinatthebar was taken out of consideration for the Derby following a five-furlong drill that trainer Bob Baffert did not feel was satisfactory. Preachinatthebar's defection, along with the uncertain status of

St Averil, a setback regarding Sinister G, and the expected defection of Value Plus, could significantly alter the Derby's probable field between now and Wednesday, when entries are due and post positions drawn.

The Derby field is capped at 20 runners. If more than 20 are entered, earnings in graded stakes races will be the tie-breaker. Song of the Sword is now the first alternate, but he could make the field if Value Plus, as expected, comes out.

Additional defections would help the cause of Pro Prado, who also worked here Thursday, and Eddington, who is scheduled to work this weekend at Belmont Park. Rock Hard Ten, who also has insufficient earnings in graded stakes, was entered in Saturday's $100,000 Derby Trial Stakes at Churchill Downs. Should he win that race, he would earn an additional $60,000, which would vault him past Song of the Sword.

It was a dreary, rainy morning at Churchill Downs, but the spirited workout of Action This Day and Halfbridled was a treat, if simply for the rare sight of watching two champions in a team drill. On a track rated sloppy, they were given an official time of 1:12.40, though Daily Racing Form had the work slightly faster. Action This Day, with jockey Pat Day in the saddle, appeared to be going slightly better at the end of the work than Halfbridled, who was ridden by a heavier exercise rider, Paul Nilluang.

"Watching the other horses at the time go through the mud, these two went through it pretty strong," Mandella said.

Mandella decided to work both horses in company because they were in need of "one strong move," he said. Action This Day "would have worked a few days ago if his back issue hadn't come up," Mandella said.

"He had a problem in the middle of his back," Mandella said. "We've been working with a chiropractor and giving him therapy. He has ultrasound every three or four days. He's had massage, and we put heavy blankets on him to soothe his muscles. He'll have acupuncture [Friday] or the next day, and we'll check with the chiropractor in a few days."

Action This Day and Halfbridled worked shortly after the mid-morning renovation break. Preachinatthebar worked five furlongs immediately after the break; Daily Racing Form timed him in 1:01.22. Churchill's official work tab listed him as working six furlongs in 1:14.80.

"It was okay, but it wasn't what I was looking for," Baffert said. "I don't want to run unless he's got a shot to win it. He's got a little mucus, too, but that's less of a factor than the way he worked. I'm just not feeling it. If you can't win, you're just wasting your time. I know how taxing this race can be. I don't want to ruin him."

* Imperialism - who most recently finished third, placed second, in the Santa Anita Derby - worked well before dawn, soon after the track opened for training. With trainer Kristin Mulhall aboard, Imperialism worked six furlongs in a slow 1:17.40. A furlong into his work, Azeri, the 2002 Horse of the Year who is now trained by D. Wayne Lukas, broke off several lengths in front of Imperialism.

"He grabbed a hold of the bit," Mulhall said. "I drifted out about three or four lanes and took a hold of him. I didn't want a stiff work. He went easy. The track was a little sticky, and he got a little uneven between the eighth pole and the wire, so I stood up at the sixteenth pole and let him gallop out. He doesn't need much. He's pretty fit."

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* Pro Prado worked six furlongs in 1:13.40 for trainer Bob Holthus, though Daily Racing Form had him slightly slower.

* At Belmont Park in New York, Sinister G merely jogged while possibly still feeling the effects of a respiratory infection with which he was diagnosed following his 10th-place finish in the Wood Memorial.

Trainer John Toscano Jr. said Sinister G coughed Thursday morning and is still being treated with antibiotics.

"He scoped clean, but we are going to play it by ear," Toscano said. "We hope it's not a recurrence of the infection he had. We'll take this day by day."

If Toscano deems Sinister G healthy, he said he will work Sinister G on Saturday at Belmont.

- additional reporting by Karen M. Johnson

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Preachinatthebar, Dana Barnes up, works five furlongs in 1:01.22 at Churchill Downs on Thursday morning.

Such a match finally took place at Churchill Downs on Thursday. Unfortunately the only ones able to witness the unique encounter were those in attendance during training hours at Churchill Downs when champion stablemates Action This Day and Halfbridled worked six furlongs in company shortly after the renovation break.

The racetrack was listed as sloppy on the official work tab but actually went through several stages as the morning progressed. The track had some water in it and was noticeably slowest when opening at 5:15 a.m., sped up as it gradually dried out over the course of the next couple of hours before taking on additional moisture as a result of light showers that began just after 7:30.

Track Sloppy Showers Temp. 61

Work of the Day:

Action This Day (six furlongs in 1:12.09 seconds) - Trainer Richard Mandella tipped his hand as to his intentions when pairing the Juvenile champion with such a formidable workmate as Halfbrided and got exactly what he was looking for. A fast, taxing workout that if nothing else should put his colt on his toes heading into the Derby.

Action This Day, with jockey Pat Day aboard, and Halfbrided broke off in company at the six furlong pole over the wet/fast track with Action This Day closest to the rail. After getting the opening quarter mile in a respectable :24.17 the pair ripped off the next quarter split in :23.34 with both horses still well within themselves. The two champs remained as a team through the stretch, completing five furlongs in :59.95 then coming home their last eighth in 12:14 with exercise rider Paul Nilluang giving Halfbridled a slight nudge near midstretch to keep pace with her mate.

Action This Day galloped out around the turn the stronger of the two, getting to the seven-eighths pole in 1:26.11. It should be noted, however, that Halfbridled carried at least an extra 30 pounds during the work with Nilluang in the saddle.

Imperialism (six furlongs in 1:17.40 according to track clockers) - The toughest of the four Derby works to assess. Partly because it came in the middle of the night (at 5:20 a.m. to be precise) which made it nearly impossible to get a good look at both horse and rider (trainer Kristen Mulhall) until they had turned into the stretch. But also since the workout took place, as mentioned, at a time the racetrack was decidedly slower than when the three other Derby hopefuls breezed three hours later.

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Imperialism broke off at the six furlong pole and almost immediately had to ease back and off the rail to avoid a potentially disastrous confrontation with none other than former champion Azeri who had angled in front of him to begin her own five furlong drill. Imperialism worked at a fairly even clip, completing his final three furlongs in :38.32 under little urging from Mulhall. He galloped out willingly beyond the five furlong pole although his gallop out splits of :14.98 and :15.51 were relatively slow even considering the nature of the track at that time.

Pro Prado (six furlongs in 1:14:06) - Began his work while Action This Day and Halfbridled were turning into the stretch, breaking off at the five furlong pole and continuing around the turn to the seven-eighths marker. Posted splits of :24.30, :36.41, :48.77 and 1:00.98 and finished with interest without excess urging before galloping out seven-eighths in a respectable 1:27.37.

Preachinthebar (five furlongs in 1:01.22) - The first horse to work following the renovation break. Was surprisingly lackluster during the early stages going an opening quarter in :25.35. Completed his final quarter in :23 and change but was under noticeable urging from exercise rider Dana Barnes to do so. Two hours after the very average work trainer Bob Baffert declared Preachinthebar out of the Derby.

All works timed by Daily Racing Form unless otherwise noted.

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Tapit is presented to about 40 members of the media at his Maryland training base on Wednesday morning.

Michael Dickinson's unorthodox methods were on display once again Wednesday at his 200-acre Tapeta Farm on the north end of Maryland's Chesapeake Bay, where Tapit put in his next-to-last workout for next week's Kentucky Derby.

With Dickinson keeping a close eye on the proceedings, Tapit worked five furlongs in 1:00.60 over a grass course that has varying degrees of incline. Jockey Ramon Dominguez, who is 2 for 2 on Tapit and who will ride him in the Derby, was aboard for the move.

The work was conducted before approximately 40 media members on what was dubbed "Press Day for Tapit." Tapit started four lengths behind three allowance horses - two who went in tandem and one who sat behind in third. Dominguez had a snug hold of Tapit, who broke off about four lengths behind the tandem, before asking Tapit on the right-handed bend turning for home.

Tapit changed leads on cue and moved easily past his workmates in the final furlong of the move. Then came the only anxious moment of the morning. There were several television and still photographers waiting for Tapit at the finish. Sitting in the backseat with a couple of reporters while his assistant Joan Wakefield drove, Dickinson screamed, "Oh, no, they're too [bleeping] close," referring to the photographers.

At that moment, Dominguez pulled out the whip from his back pocket in anticipation of any sudden move Tapit might make. But, Tapit stayed focused on his task and completed the move without incident.

"That should get him used to looking at a crowd," Dickinson said.

Said Dominguez: "A furlong before I got to all the reporters he kind of looked at them, but he never stopped running at all, never overreacted by any means. I thought he handled it very well."

Dickinson immediately hopped out of the SUV to see how hard Tapit was breathing afterward. Before the move, Dickinson said he didn't want him to blow much, and he wasn't.

Dickinson said he chose to work Tapit on the turf because it "is a safer surface. He's done a lot on dirt. The turf strengthens the ligaments in a horse where the dirt breaks them down. I alternate all my horses - turf and dirt."

Tapit appears to have come out of his Wood Memorial win in excellent shape. His gray coat looked healthy and seemingly had more dapples than it did in the Wood.

After the work, Dr. Kathleen Anderson performed an endoscopic examination and said Tapit scoped clean. Tapit had a significant lung infection coming out of the Florida Derby - where he finished sixth - and also had some mucus in his lungs after the Wood, Anderson said.

"He came out of the Wood better than he went into it," she said. "His breeze was very good. He scoped well. If he's going in the right direction, he's doing it right now, which is what you want."

Speaking to the assembled media before the breeze, Dickinson asked himself if the horse could win the Kentucky Derby.

"He's got be healthy, fit, and sound going into the race," Dickinson said. "You're going to have to ask me the day before the race because he could be fit, sound and healthy today, but that may not be the case next week.

"Is he the best horse?" Dickinson asked. "He's one of the best. We still have a lot to prove. His last race was a good race though the time came up slow. He has to improve - we hope he will. He's well bred, good-looking. We've never seen Tapit at his best. We don't know what his best is."

Dickinson said Tapit would work over Tapeta's all-weather surface on Monday and then ship by van to Churchill Downs on Tuesday.

Read the Footnotes works swiftly

Two months ago, Read the Footnotes was the Derby favorite. He has not raced since his loss in the Florida Derby, and thus has received scant attention. But he has continued to train strongly, and on Wednesday sped five furlongs in 59.60 seconds with exercise rider Morna McDowell at the Palm Meadows training facility in South Florida.

The time was the best of the day at the distance. More significant, according to trainer Rick Violette Jr., was the way Read the Footnotes accomplished the drill. Violette said he clocked Read the Footnotes going his first three furlongs at 12.20 seconds per furlong, with a final quarter-mile in 23 seconds.

"It was amazingly good," Violette said. "He was just awesome. Morna just chirped to him, and he was on his way."

Violette is convinced Read the Footnotes can be a serious factor in the Derby despite not having raced in seven weeks.

"He ran the fastest race of any 3-year-old off the layoff," Violette said, referring to his victory in the Fountain of Youth Stakes, "so there's no reason he can't do that again. He doesn't need two-turn experience. He had two-turn races last year and this year. The seven weeks is not an intimidating component. The other 19 horses are."

Read the Footnotes is scheduled to fly to Kentucky on Friday, and he is scheduled for a half-mile workout at Churchill Downs on Monday. "He can go 47 seconds or 51," Violette said. "It doesn't matter. His serious preparation is done."

Violette said Read the Footnotes has had no problems since the Florida Derby.

"The last four weeks have been especially glitch-free," Violette said. "Everything I've wanted to do, I've done. He's ready to roll. He's approaching this race the way he did the Fountain of Youth. If he runs the kind of race he did in the Fountain of Youth and he gets a trip, he can win."

Violette was particularly satisfied that he has kept Read the Footnotes in Florida until now, rather than shipping early to Churchill Downs, where it was raining on Wednesday.

"It's been great training weather here," Violette said. "The fact it's raining at Churchill is just another reason to believe staying here this long was the right decision."

* Trainer Jason Orman said that Rock Hard Ten would be entered in Saturday's Grade 3, $100,000 Derby Trial Stakes. Rock Hard Ten currently is too far down the graded stakes earnings list to make the Kentucky Derby field. Asked if Rock Hard Ten could come back in the Derby one week after the Derby Trial, Orman said, "There's a very slight chance."

"Probably not, but it's horse racing, so you never say never," Orman said. The May 15 Preakness Stakes is the other option.

Orman added that if a rash of unforeseen defections between now and Saturday assured Rock Hard Ten of a spot in the Derby field, he likely would skip the Derby Trial and go straight to the Derby.

* Friends Lake, the upset winner of the Florida Derby, arrived at Churchill after an overnight van ride from Payson Park in Florida.

* Tricky Taboo was removed from consideration for the Derby because of a minor injury to his right hind cannon bone. His defection moves Eddington up a notch on the graded stakes earnings list, but Eddington still needs several defections from those above him to get into the race.

* Bob Baffert assumed he would have Corey Nakatani on Preachinatthebar, but Nakatani had already taken the mount on Quintons Gold Rush, who won Saturday's Lexington Stakes. So Preachinatthebar is still without a rider, though Baffert said Cornelio Velasquez is among the candidates.

- additional reporting by Marty McGee and Jay Privman

"It was OK, but it wasn't what I was looking for," Baffert said at his barn after Preachinatthebar worked five furlongs under exercise rider Dana Barnes. "I don't want to run unless he's got a shot to win it.

"He worked better than his last work," Baffert said, referring to a drill in which Preachinatthebar was outworked by stablemate Wimbledon, "but not well enough to convince me he's got a shot. I'm just not feeling it. If you can't win, you're just wasting your time."

"I get spoiled," he said. "This is my best horse. I can't imagine guys who never had that experience. It's a big difference. Night and day."

Jerry Bailey? Pat Day? Gary Stevens?

Try Stewart Elliott at a wobbly table at Philadelphia Park. At 38, Elliott has never ridden the Derby. Never competed in the Preakness, the Belmont, the Breeders' Cup. He has won more than 3,000 races, and no one knows who he is outside the Scrabble board of mid-Atlantic racetracks.

Smarty Jones will change all that. A Pennsylvania-bred son of Elusive Quality, Smarty Jones comes to Louisville on a 6 for 6 skein for trainer John Servis. Elliott has been aboard for every start, including the $1 million Arkansas Derby, which put horse and jockey in the middle of the Kentucky Derby fray.

Every once in a while a little-known jockey or two gets a chance to experience the big lights of the Derby. The horse's odds usually could win a college basketball game: Nick Santagata on Dr. Bobby A at 99-1 in 1990. Joe Deegan rode Wilder Than Ever in 1991, and the horse no doubt would have been a far longer price than 16-1 had he not been part of a five-horse mutuel field. Last year, Rosemary Homeister Jr. made her Derby debut on longshot Supah Blitz (43-1) while Tony Farina finished last on Brancusi (29-1). That's what makes Elliott so rare - he comes with a live opportunity.

"Last year, I rode here and then rushed home to watch the Derby," Elliott said. "To me, it was just another Derby, never thinking I would be in it next year or ever."

Through Tuesday, Elliott led the 2004 standings at Philadelphia Park by 43 winners. In four months at Philadelphia Park, his horses have earned $1,108,105. The purse of the Derby is $1 million. Toss in the $5 million bonus that Smarty Jones is eligible for after winning Oaklawn's Rebel and Arkansas Derby and, yeah, riding the Derby is a different world.

On Monday, Elliott rode four races at Philadelphia Park. Apache Corner finished second, the beaten favorite in a $6,500 claimer. Peaceful Morn ran evenly to finish third for a $16,000 claiming price. Righteous Struggle never threatened in a $20,000 claimer. Troy's Tramp tired to finish sixth in a $20,000 allowance race. Elliott's horses earned $5,470 for the day. There weren't enough people on hand to start a fight.

"After you ride a horse like Smarty Jones and you come back here and ride a maiden-eight - that's tough," Elliott said. "This is what you have here. Even to get to a place where you can ride a little better caliber horse, that would be nice."

Servis and Elliott competed against each other here in 1981, Servis as agent for apprentice Shannon Simpson and Elliott as the other hot bug rider at what was then called Keystone Racetrack. Servis became a trainer, he and Elliott became great friends, and they have been combining to win races ever since.

Loyalty can be fleeting, especially when it comes to good horses. Bailey, it seems, had his choice of half the Derby field before picking Wimbledon. Javier Santiago had two Derby horses two preps ago and now has none. Ramon Dominguez was undefeated on Tapit, lost the ride to Edgar Prado, then regained it after the horse was flat in the Florida Derby.

All the while, Servis, Elliott, and Roy and Patricia Chapman, the owners of Smarty Jones, have been cozier than an episode of "Little House on the Prairie." The subject of riders came up once.

"I talked to Mr. and Mrs. Chapman because it needed to be done," Servis said. "They said, 'John, if he's your man, then he's our man too.' "

Elliott knows there is no guarantee.

"I thought John would stick with me, but sure you think about that," Elliott said. "Every time I've run him, he's won. But you never know in this business."

Elliott has learned to temper the dreamer in him while never extinguishing it either. Anybody who survives in racing has learned this delicate formula.

His father, Dennis, rode races for 22 years, starting in Canada and finishing in Hong Kong. He trained horses at Keystone, owns a farm now in Florida, and surprised his son by showing up at the Arkansas Derby.

Elliott, who is single, said he will bring his mother, Myhill (it's Scottish), to the Derby. She is an assistant in her brother's racing stable in Canada and helped Elliott develop as a rider.

Elliott is confident he can win the Derby. He also can't sleep at night thinking about the chance.

It took 144 minutes of Japanese swordplay for Elliott to get some sleep the night before the Arkansas Derby. "I was in a motel room," Elliott said. "There was nothing on TV so I rented that samurai movie with Tom Cruise. I got into that. It was like a three-hour movie. That got me through the night."

"The Last Samurai" didn't win any Oscars, but it might have helped Elliott and Smarty Jones win the Arkansas Derby. Now, it's the Kentucky Derby.

"I probably won't sleep that good," Elliott said. "I'll try to get into a movie or something. Keep my mind off it. You might have 20 horses; he's got to go a mile and a quarter. Just try to save him, slow him up a little; not to get cooked, that's the biggest thing."

Horsephotos

The Cliff's Edge gallops last Saturday under regular exercise rider Maxine Correa. He jogged Wednesday and is set to work out on Monday.

Rain was falling heavily over Churchill Downs by the end of training hours Wednesday and remains in the forecast for the next several days. As a result, most of the Derby hopefuls stabled on the grounds had either completed or were in the midst of their morning gallops by sunrise. None of the 14 potential Kentucky Derby starters stabled on the grounds worked Wednesday.

Rain or shine, however, getting up and out early is routine for many of the Derby runners, including Imperialism, who is always among the first group of horses out on the racetrack when it opens for business at 5:15 a.m. daily. Trainer Kristin Mulhall plans to stick with the same schedule when she works the Santa Anita Derby runner-up, weather permitting, under the cover of darkness on Thursday.

Trainer Todd Pletcher's pair of Limehouse and Pollard's Vision are also early birds. When not breezing, both 3-year-olds regularly go out in the first two sets each morning and have usually completed their morning's work by 6 a.m.

Potential Derby favorite The Cliff's Edge was among the last of the Derby starters to train Wednesday. The hero of the Blue Grass Stakes came onto the track at 7:15 a.m., about a half-hour behind stablemate Birdstone, and loped along easily under regular exercise rider Maxine Correa. The big, good-looking colt made a striking appearance, jogging along with his head bowed while looking relaxed and happy with himself.

Pro Prado galloped just moments before The Cliff's Edge, and his action appeared a lot less fluid, although first impressions can be misleading. It will be interesting to see how he strides out during his next workout, which trainer Bob Holthus had penciled in for Thursday morning, assuming Mother Nature cooperates.

Trainer Richard Mandella was also leaning toward working reigning Juvenile champion Action This Day on Thursday, although he will not hesitate to postpone the move until the following morning if the track is wet and not entirely to his satisfaction. Bob Baffert has similar plans mapped out for Preachinatthebar.

As is always the case, the weekend before Derby Day will be a busy one. Among those slated to have their final major Derby preps Saturday are Smarty Jones, Birdstone, and Friends Lake, who arrived from Florida on Wednesday and will get his first feel for the local strip on Thursday morning.

Sunday's work tab is expected to include both Limehouse and Pollard's Vision, along with Borrego and Wimbledon. The Cliff's Edge is scheduled to top Monday's lineup along with Lion Heart, Read the Footnotes, Quintons Gold Rush, and Rock Hard Ten. Master David, who worked Tuesday, will have his final blowout next Tuesday, with Minister Eric currently the last of the scheduled Derby workers next Wednesday.

Horsephotos

Trainer Bobby Frankel feels Master David is unlikely to bounce from his Wood Memorial effort.

"I like being in that position, to be honest with you," said Frankel. "You'd always like to have the best horse in the race, but sometimes it doesn't work out that way."

Last year, Frankel had what some argued was the best horse in the Derby, and it didn't help. Empire Maker, the 5-2 favorite for Frankel, finished second to Funny Cide after having been partially compromised by a foot problem in the days leading to the race. Frankel also had the second choice and eventual third-place finisher, Peace Rules, in that race.

This year, Frankel is back at Churchill Downs with a colt who doesn't figure as one of the top two or three betting choices, but one who could very well attract his fair share of support in the May 1 Derby. Master David, who drew about a dozen media members to Barn 43 after being the lone Derby horse to record a serious workout Tuesday at Churchill, appears to be a prime candidate to become one of the so-called "wise guy" horses of Derby 130.

With Joe Deegan aboard, Master David breezed five furlongs shortly after the Churchill harrow break. Starting at the half-mile pole, and ending midway through the clubhouse turn at the seven-furlong pole, the work was timed in 1:01.40, with Frankel later calling it a lot like the colt's previous moves at their Hollywood Park base.

"It was his typical work," said Frankel, who has had six Derby starters and has never won the race. "The good thing is he seems to be relaxed. I hope he does the same thing next week when he works again. He can be a little keen in his races, and that's what we've been working on, trying to get him to relax. He'll need to do that to have a chance in the Derby."

Master David, owned by the partnership of Georgica Stables, Stephen Mack, and Andrew Rosen, finished a close second to Tapit in his last start, the April 10 Wood Memorial. Frankel is hoping the relatively slow final time and speed figures produced in the Wood may ultimately prove a blessing in disguise, as he firmly believes a horse can bounce off a taxing effort.

"You don't want them having too tough a race, especially three weeks out," he said.

As a Hall of Fame member who has won four Eclipse Awards and enjoyed an extraordinary degree of success in recent years, Frankel is accustomed to coming into major races with top contenders. But with Master David being a fringe player in the Derby, the trainer seems genuinely excited about his underdog role.

"It's not that I'm lacking confidence, but everybody likes to say how they have the best horse, and this and that," he said. "Who knows what's going to happen, especially this year? I'm just hoping for the best."

Lion Heart fires bullet

Trainer Patrick Biancone, citing weather concerns, called an audible Tuesday at Keeneland in Lexington, Ky., sending out Lion Heart for a five-furlong work in a bullet 58.40 seconds.

Biancone had planned to work Lion Heart on Wednesday but became wary about weather forecasts calling for heavy rain. Biancone said Lion Heart "stretched his legs nicely" in the work, then added: "He probably will do the same thing Monday, probably over at Churchill." Biancone said he had not decided on when Lion Heart will move to Churchill from Keeneland.

Lion Heart, owned by Derrick Smith and Michael Tabor, finished second as the favorite behind The Cliff's Edge in the Blue Grass Stakes in his last start.

Stevens not coming

Gary Stevens will not return to the United States from France next weekend, meaning he will not ride Preachinatthebar in the Derby if the colt makes the 20-horse field. Trainer Bob Baffert announced Tuesday that Corey Nakatani will ride Preachinatthebar.

Stevens's defection left trainer Ron McAnally looking for a rider for House of Fortune in the Kentucky Oaks. In the Woodford Reserve Turf Classic, McAnally has hired Pat Day to replace Stevens on Sweet Return.

Stevens, a three-time Derby winner, recently began riding under contract for trainer Andre Fabre in France.

In other Derby developments Tuesday:

* Trainer Jason Orman called Rock Hard Ten "50-50" to run in the Derby Trial, the Grade 3, $100,000 race that opens the meet Saturday. Other candidates for the one-mile Trial include Big City Spender, Bwana Charlie, Capac, Honolua Storm, Sir Shackleton, Tricky Taboo, and Yankee Mon.

* Imperialism made his first appearance at Churchill, jogging about two miles under trainer Kristin Mulhall. Imperialism arrived Monday afternoon from California.

In large part because Mulhall, 21, is believed to be the youngest trainer in modern Derby history, she figures to be a highly popular subject among the media this year. In fact, a production crew from NBC Nightly News was scheduled to begin taping footage with her Wednesday, with a feature to run sometime next week.

* Mindful of the possibility of late-breaking changes, trainer Steve Asmussen said he is content to wait at least a few more days before naming a Derby jockey for Quintons Gold Rush, who was ridden by Jerry Bailey in the colt's Lexington Stakes victory last weekend. Bailey has committed to Wimbledon for the Derby.

* David Fiske, general manager for Winchell Thoroughbreds, said Tuesday in a national teleconference that Tapit, the Wood Memorial winner, was scheduled to work Wednesday at trainer Michael Dickinson's Tapeta Farm in northeast Maryland. Tapit is scheduled to ship to Churchill no later than Tuesday, said Fiske.

* The 25th anniversary of Spectacular Bid's 1979 Derby win will be acknowledged Saturday, opening day of the Churchill spring meet. Trainer Buddy Delp and jockey Ronnie Franklin are scheduled to be on hand to autograph Spectacular Bid bobblehead dolls, which will be given away to high-point members of the track's Twin Spires Club.

Delp and Franklin also will have an autograph session with the general public, said John Asher, a Churchill spokesman.

* On the 50th anniversary of his victory aboard Determine in the 1954 Derby, retired jockey Ray York will watch Derby 130 at a party in Las Vegas. York, 70, is the lone survivor among the people affiliated with Determine, who was owned by Andy Crevolin and trained by Willie Molter. "The groom and everybody else who had anything to do with him, they're all gone," said York.

Determine was the first gray horse to win the Derby.

* As of Tuesday, most of the 24 horses Churchill is listing as Derby candidates were already on the grounds or en route. Still stabled elsewhere were Castledale and St Averil in California; Lion Heart, Smarty Jones, and Song of the Sword at Keeneland; Sinister G and Value Plus in New York; Read the Footnotes in Florida; and Tapit in Maryland.

- additional reporting by Jay Privman

Horsephotos

Trainer Nick Zito towels off The Cliff's Edge, winner of the Blue Grass on April 10 and one of the top contenders in a full field of 20 expected for the 130th Kentucky Derby on May 1.

Quintons Gold Rush vaulted into the top 20 Derby contenders, ranked by graded stakes earnings, because of the first-prize money in the Lexington. He moved past the likes of the well-regarded pair of Eddington and Rock Hard Ten, both of whom are unlikely to make the field unless a rash of unexpected defections occurs in the next week.

The Derby can have a maximum of 20 runners. If more than that are entered on April 28, as is expected in this wide-open year, the field is determined by earnings in graded stakes races.

Quintons Gold Rush got a Beyer Speed Figure of 102 in the Lexington. Who will ride him in the Derby remains a question.

Bailey, faced with a number of choices, on Monday decided to go with Wimbledon, the Louisiana Derby winner and the fifth-place finisher in the Santa Anita Derby. That ended a protracted process for Bailey and his agent, Ron Anderson, who also were being sought to ride Eddington, Quintons Gold Rush, and Read the Footnotes.

According to Anderson, Eddington was a leading choice, but he was eliminated because it appears unlikely he will get into the race. Anderson said that Rick Violette Jr., the trainer of Read the Footnotes, wanted to lock up a rider last week, and Anderson would not commit to him at that time.

In the interim, Anderson got Bob Baffert, a three-time Derby winner, to hold off on naming a rider for Wimbledon until Monday. After Quintons Gold Rush won, Anderson said he still felt an obligation to go with Baffert, though he said the process was "a scramble."

"Bob was willing to wait," Anderson said Monday. "I wasn't nuts about Wimbledon's Santa Anita Derby, but I'm a huge believer that you can eliminate one race. If you eliminate that race, he's one of the top choices. And Bob has had a couple run well in the Kentucky Derby, you know?"

Edgar Prado was Violette's first choice as a replacement for Bailey on Read the Footnotes, but Prado and agent Bob Frieze have decided to stick with Birdstone. Violette then narrowed his choices to Robby Albarado and Cornelio Velasquez, and decided to go with Albarado.

"He's an up-and-coming star," Violette said of Albarado, who was the regular rider for the 2003 Horse of the Year, Mineshaft. "If he's good enough to ride Mineshaft for Will Farish, he's good enough to ride Read the Footnotes for Seth Klarman."

Quintons Gold Rush is still in need of a rider for the Derby, but his trainer, Steve Asmussen, was in no hurry Monday to commit. Prominent jockeys currently without Derby mounts include Velasquez; Corey Nakatani, who rode Quintons Gold Rush in two races at Santa Anita this spring; and Patrick Valenzuela, who is eligible to return to riding this weekend after receiving a stay of his suspension from the California Horse Racing Board.

Valenzuela rode Quintons Gold Rush to victory in a maiden race at Santa Anita on

Jan. 18. Quintons Gold Rush was trained then by Mike Mitchell, who is a close friend of Valenzuela's, but the colt has since been transferred to Asmussen. It is also unclear if officials in Kentucky would grant Valenzuela a license, though most states usually honor another state's ruling.

Quintons Gold Rush is 17th on the earnings list. Value Plus, who is number 18, was described by trainer Todd Pletcher on Monday as being "very doubtful" for the Derby, but Pletcher said his status could change "if there are defections from a major contender or two."

"As of now, I'm not planning on running," Pletcher said.

If Value Plus comes out of the race, as expected, that would allow Preachinatthebar to get in. Baffert, who trains Preachinatthebar, said Gary Stevens would have the mount.

Stevens was hoping to ride Rock Hard Ten, but his chances of making the Derby field appear bleak because of insufficient earnings in graded stakes races. Even though Saratoga County, Fire Slam, and Pomeroy - all of whom have more earnings than Rock Hard Ten - were removed from Derby consideration after racing in the Lexington, there are still several horses - Song of the Sword, Pro Prado, Tricky Taboo, and Eddington - in front of Rock Hard Ten, whose connections desire to run if there is room.

Song of the Sword would become the first bubble horse to get in if Value Plus defects. Song of the Sword's chances of running might hinge on St Averil, whose Derby status will not be determined until after a workout on Saturday at Santa Anita.

"We're still up in the air right now," Rafael Becerra, the trainer of St Averil, said Monday, one day after St Averil worked five furlongs in 59.20 seconds at Santa Anita. "If he goes, everything has to be 100 percent. The last race kind of knocked him out." Becerra said

St Averil is training with bar shoes to protect his tender front feet.

In other Derby developments:

* The Cliff's Edge, the Blue Grass Stakes winner, worked five furlongs in 59.60 seconds at Churchill Downs on Monday with exercise rider Maxine Correa for trainer Nick Zito. The time was the second-best of 32 at the distance.

* Borrego, the Arkansas Derby runner-up, worked three furlongs in 37.40 seconds at Churchill Downs Monday. Exercise rider Andy Durnin was up for trainer Beau Greely, who said Borrego would work five furlongs on Sunday in his final Derby drill.

* Pollard's Vision, the Illinois Derby winner, worked five furlongs in 1:01 at Keeneland on Sunday, then was sent by van to Churchill Downs with Pletcher-trained stablemate Limehouse.

* Rock Hard Ten worked seven furlongs in 1:27.60 on Sunday at Churchill.

* Read the Footnotes is still training at Palm Meadows in Florida, where he is scheduled to have a workout on Wednesday. He is scheduled to travel to Kentucky on Friday.

* Friends Lake, the Florida Derby winner, was scheduled to leave Payson Park in Florida on Tuesday and arrive at Churchill Downs on Wednesday.

- additional reporting by Marty McGee and Mike Welsch

Horsephotos

Quintons Gold Rush, ridden by Jerry Bailey, wins the Coolmore Lexington virtually unchallenged in the stretch. Next stop: The Kentucky Derby.

Making his fifth overall start, and his first for trainer Steve Asmussen, Quintons Gold Rush was always prominent after clearing most of the field from post 10 in the bulky field of 14 entered in the 1 1/16-mile Lexington. Ridden by Jerry Bailey, the colt took over from longshot Dashboard Drummer in the final turn, then sped clear to win without a challenge. Asmussen said in the immediate aftermath that Quintons Gold Rush, owned by Satish Sanan and Jay Manoogian, would run in the May 1 Derby, "providing he comes out of the race well."

Quintons Gold Rush, by Wild Rush, returned $13.40 as fourth choice after finishing in 1:43.82 over a fast track. Fire Slam finished second, a neck ahead of Song of the Sword, who had another two lengths on Pomeroy in fourth place.

Except for the winner, it appears highly unlikely that any of the Lexington runners will or can proceed to the Derby, although Fire Slam and Song of the Sword are on the bubble.

The easy win for Bailey puts the Hall of Fame jockey in something of a dilemma regarding a Derby mount. Earlier Saturday, he tentatively committed to riding Wimbledon for trainer Bob Baffert, but Asmussen said after the Lexington: "I think Jerry will choose this horse. If not, I guess I'm looking for a rider."

Asmussen had assumed the training of Quintons Gold Rush just a few days after the colt finished fourth after contesting all the pace in the April 3 Santa Anita Derby. "Mr. Sanan called and asked, 'Do you have a Derby horse?' " said Asmussen. "I thought he meant if I knew about a horse he could buy. But he wanted to send me this colt, and of course I was glad to get him."

Asmussen went out of his way to acknowledge Mike Mitchell, who trained Quintons Gold Rush in California before the colt was sent to Kentucky. "Mike told me everything I needed to know about him," he said.

Derby Contenders

The leading contenders for the 130th Kentucky Derby ranked by earnings in graded stakes races, the tiebreaker if the field exceeds the maximum 20 horses:

HORSE	EARNINGS	TRAINER	JOCKEY
The Cliff's Edge	$793,258	N. Zito	S. Sellers
Action This Day	780,000	R. Mandella	D. Flores
Friends Lake	611,000	J. Kimmel	R. Migliore
Smarty Jones	600,000	J. Servis	S. Elliott
Tapit	530,000	M. Dickinson	R. Dominguez
Castledale	510,000	J. Mullins	J. Valdivia Jr.
Limehouse	478,405	T. Pletcher	J. Santos
Lion Heart	475,600	P. Biancone	M. Smith
Read the Footnotes	397,860	R. Violette	Undecided
Wimbledon	375,000	B. Baffert	J. Bailey
Pollard's Vision	366,000	T. Pletcher	J. Velazquez
Imperialism	363,000	K. Mulhall	K. Desormeaux
Minister Eric	350,000	R. Mandella	P. Day
Birdstone	327,000	N. Zito	E. Prado
Borrego	320,000	B. Greely	V. Espinoza
Sinister G	302,500	John Toscano Jr.	P. Toscano
Quintons Gold Rush	258,500	S. Asmussen	Undecided
**Value Plus	252,500	T. Pletcher	Undecided
St Averil	215,200	R. Becerra	T. Baze
Master David	208,000	R. Frankel	A. Solis
Preachinatthebar	159,000	B. Baffert	G. Stevens
Song of the Sword	132,500	J. Pedersen	N. Arroyo Jr.
Pro Prado	105,685	R. Holthus	J. McKee
Tricky Taboo	100,000	E. Frederick	T. D'Amico
Eddington	95,000	M. Hennig	J. Bailey
Rock Hard Ten	90,000	J. Orman	G. Stevens
Mustanfar	87,500	K. McLaughlin	R. Migliore

Earnings as of Saturday, April 19
**Unlikely to run

The record crowd surpasses the 29,687 that attended the 2000 Blue Grass Stakes.

* Earlier Saturday, Dyna Da Wyna ($4.40) and jockey Pat Day gave chalk players all the drama they could take before the filly got up in the final jump to win the $85,575 Shakertown Stakes.

Trained by Elliott Walden for Win Star Farm, Dyna Da Wyna won for the seventh time in 13 starts, beating Boozin' Susan by a nose in 1:02.63 in the 5 1/2-furlong turf race.