HOT SPRINGS, Ark. - In a stunning upset, 56-1 outsider Win Willy closed from 15 lengths back to hand Old Fashioned the first defeat of his five-race career Saturday in the Grade 2, $300,000 Rebel Stakes at Oaklawn Park. He won by 2 1/4 lengths, while Old Fashioned held second, eight lengths clear of third-place finisher Poltergeist. \nThe race was the local stepping-stone to the Grade 2, $1 million Arkansas Derby on April 11, which remains the goal of Old Fashioned and is the next logical step for Win Willy. \nOld Fashioned was the 2-5 favorite in the Rebel, his second start of the year following the Grade 3, $250,000 Southwest Stakes here Feb. 16. He broke well and settled in second behind Silver City, who moved to the lead and set fractions of 22.54 seconds for the opening quarter and 46.07 for the half-mile mark on a track rated good. Win Willy trailed at that point, some 15 lengths behind the leaders. \nOld Fashioned overtook Silver City midway on the final turn and appeared on his way to victory until Win Willy ($115.60) came rolling down the middle of the track. \n"Maybe my horse didn't see him coming," said Larry Jones, who trains Old Fashioned. "The horse was out so wide, which I thought was very smart on their part. Don't get down there and try to eyeball him. He may have another gear. \n"But the horse looks fine.," Jones continued. "I don't think it was any kind of distance limitations. I think we were still probably running too fast on the front end." \nCliff Berry rode Win Willy for trainer Mac Robertson. \n"On the last turn, when my horse picked it up, I thought to myself I was at least going to get third, or fourth, then I said, 'Heck, I'm going to win it!' " \nWin Willy covered the mile and a sixteenth in 1:44.41. The horse earned $180,000 for his win, which came following a sharp optional claiming allowance score at six furlongs at Oaklawn on Feb. 22. Win Willy races for Jer-Mar Stables. He is a son of Monarchos and he was making his stakes debut in the Rebel. \nRobertson said with Win Willy based at Oaklawn and running well over the track, the Arkansas Derby would be a logical next start for the horse. \nOld Fashioned was the division leader heading into the Rebel, but might have relinquished that status to his stablemate, Friesan Fire, who was an impressive winner of the Louisiana Derby on Saturday. Friesan Fire is also trained by Jones. He is co-owned by Rick Porter, who also owns Old Fashioned. \nThe remaining order of finish in the Rebel was Captain Cherokee in fourth, followed by Silver City, Pointing Home, His Greatness, Hamazing Destiny, and Wise Kid. \n* Attendance at Oaklawn was 28,240. Handle on the 11-race card from all sources was $6,491,564.