HOT SPRINGS, Ark. - Papa Clem, who in his last two starts played runner-up to Kentucky Derby candidates Pioneerof the Nile and Friesan Fire, picked up a major prep win of his own on Saturday when he drove past pacesetter and even-money favorite Old Fashioned to win the Grade 2, $1 million Arkansas Derby at Oaklawn Park. \nOld Fashioned held well for second, a half-length behind the winner. It was later discovered Old Fashioned emerged from the Arkansas Derby with a non-displaced slab fracture to his right knee, according to his trainer, Larry Jones, and will be sent to the Rood and Riddle Equine Hospital in Lexington, Ky.\nThe Arkansas Derby closed out the Oaklawn meet with a crowd of 55,913 roaring as the horses loaded into the starting gate for the mile and an eighth race. Papa Clem ($10) broke well and was content to let Old Fashioned move to the lead, settling in fourth as the favorite led through fractions of 22.65 seconds, 46.1, and 1:11.15. Papa Clem moved up quickly approaching the quarter pole, entered the stretch alongside Old Fashioned, then drove to the lead in the final sixteenth to cover the distance on a fast track in 1:49.01. \n"If he gets in a head to head battle with you, he doesn't want to lose," said Gary Stute, who trains Papa Clem for owner-breeder Bo Hirsch. \nStute and Rafael Bejarano, who was aboard Papa Clem, both said the race did not unfold as they expected, with Old Fashioned setting the pace after breaking on top Saturday. \n"The horse, he was supposed to be on the lead," Bejarano said of Papa Clem. "But after the break he didn't show me too much speed on this track. He was really relaxed.\n"Every time he runs, he's getting better." \nPapa Clem, who is based in Southern California, was sent to the Midwest last month to test his skills on conventional dirt and in his first start he finished second to Friesan Fire, who like Old Fashioned is trained by Larry Jones, on a sloppy track in the Grade 2 Louisiana Derby at Fair Grounds. \nOne start before the race in Louisiana, Papa Clem had been second to Pioneerof the Nile in the Grade 2 Lewis at Santa Anita. \nPapa Clem earned $600,000 for his win in the Arkansas Derby, and will now head to the Kentucky Derby. Papa Clem is named for the late prominent California owner and breeder, Clement Hirsch. \nPapa Clem, a son of Smart Strike and the Grade 1-winning mare Miss Houdini, has now won two of six starts and $799,940. The remaining order of finish was Win Willy in fourth, followed by Flying Private, Flat Out, Poltergeist, Captain Cherokee, Danger to Society, and Ziegfeld. \nAll-sources handle on the 12-race card at Oaklawn was $11,953,014. \n'Payton' dominates Instant Racing\nPayton d'Oro became the latest daughter of Medaglia d'Oro to win a stakes at the Oaklawn meet, when she proved much the best in the $75,000 Instant Racing for 3-year-old fillies.\nPayton d'Oro ($5) broke well and settled in third as Belong Again and Mindy Sue raced together through fractions of 23.08 and 47.34. Payton d'Oro overtook the pair three-wide approaching the quarter pole and then went on to win by 4 3/4 lengths over Mindy Sue. Payton d'Oro covered the mile in 1:37.82.\n"I really had a lot of horse," said Terry Thompson, who rode the winner for trainer Larry Jones and following the race was recognized as the meet's leading jockey.\nPayton d'Oro joins Rachel Alexandra, the probable favorite for the Kentucky Oaks, and She's Our Annie has daughters of Medaglia d'Oro who have won stakes this meet.\nThe win was her third straight and first in a stakes. She races for John Ferris and Mike Pressley.\nDance Caller wires Northern Spur\nDance Caller was powerful on the front end in the $75,000 Northern Spur, when he set a quick pace and comfortably held off several late challengers for a 1 1/4-length win over Uno Mas. It was another head back in third to Fufty Too.\nDance Caller ($18.60) took it to them from the start of the one-mile race for 3-year-olds in which he was up by a length through fractions of 22.64, 45.79, and 1:10.98. He went on to cover the distance in 1:37.64 in what was his two-turn debut.\n"I know he can go a mile now," said Frank Fletcher, who owns Dance Caller.\nDance Caller had turned in a sharp, front-running allowance win at six furlongs earlier in the meet. Larry Sterling Jr. rode the horse for trainer Bob Holthus. Fletcher said next-race plans are to be determined for Dance Caller, who with the close of Oaklawn will ship to Kentucky with Holthus.\nThe Northern Spur was his first career stakes win. He has now won 3 of 8 starts and $135,800.