Proceed Bee made a sweeping move past the leaders, then held favored Parade Clown at bay to post a mild upset Saturday in the $100,000 John Battaglia Memorial Stakes at Turfway Park in Florence, Ky.\nWith Rodney Prescott aboard, Proceed Bee posted the second stakes victory of his six-race career, having captured the Grand Canyon on the Churchill Downs turf in November. Terry Gestes trains the Bernstein colt at Oaklawn Park for former Ralston Purina executive Bill Stiritz.\nProceed Bee returned $10.40 as third choice in a field of seven 3-year-olds after finishing 1 1/16 miles in 1:47.49 over Polytrack.\nThe complexion of the Battaglia was substantially altered earlier in the day when Fitzaslew, the 2-1 second choice on the morning line, had to be scratched. Trainer Ken McPeek said from south Florida that the colt got a case of colic after shipping to Lexington, Ky.\n"He's going to be fine," said McPeek.\nThe Battaglia is the main local prep for the Grade 2 Lane's End Stakes, the annual showcase event that often serves as a key prep for the Kentucky Derby. The $500,000 Lane's End is set for March 21. The Lane's End would be a logical next race for the top two finishers.\nProceed Bee, wearing blinkers for the first time, was among a gang of horses to break sharply in the Battaglia, but Prescott eased him out of a first-turn jam while Parade Clown, the 3-5 favorite under Bill Troilo, was parked five wide.\nLeaving the backstretch, as front-running longshots Dynamite Bob and Platinum Van began to tire, Parade Clown took over, but not for long. Proceed Bee was in full gear with an outside run, and although Parade Clown continued resolutely, Proceed Bee edged clear to win by 1 1/4 lengths.\nToccet Rocket rallied to be third, another 3 1/2 lengths behind Parade Clown and a neck before Shanes Gold. Stratos, the second choice, was no factor, finishing fifth.\nProceed Bee began his career by winning an Arlington maiden race and a Hawthorne allowance. He won the Grand Canyon in his season finale, then was fifth in the Jan. 19 Smarty Jones at Oaklawn in his only prior start this year.