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.

The 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.

OLDSMAR, Fla. - Just about everything that could go wrong, did go wrong when Don't Forget Gil finished third in the Suncoast Stakes at Tampa Bay Downs in February. But everything went right according to plan when the New York-bred filly returned to Tampa on Saturday to register a four-length victory over Ameribelle in the $200,000 Florida Oaks. The Oaks was one of three stakes on the Tampa Bay Derby undercard.

Dawn After Dawn won her second stakes of 2009 in Friday's $70,150 Moscow Burning Stakes for fillies and mares on turf at Santa Anita.

The victory came at the expense of Modern Look, a two-time group stakes winner in Europe who was making her U.S. debut.

Dawn After Dawn ($12.40) rallied from fourth in a field of seven to win the one-mile Moscow Burning by three-quarters of a length in 1:34.33. Modern Look, the 3-5 favorite, finished 1 1/4 lengths in front of Ransom Captive.

Harry Vega, a late substitute rider on longshot Fancy Diamond, said he was given simple instructions by trainer Cathal Lynch, who felt confident the 5-year-old mare would break quickly from the gate in the $50,000 Conniver Stakes at Laurel Park.

"My instructions were to take the lead and don't give it up at any cost," Vega said. "She really dug in down the stretch."

Vega's assignment became easier when Met a Miner, who had not been headed in her first two starts since she was claimed by Scott Lake, reared at the start.

Odds-on Lady Railrider captured the $73,500 Work the Crowd Handicap in easy fashion at Golden Gate Fields.

A 4-year-old Larry Williams homebred by Ride the Rails, Lady Railrider ($3.40) sat a bit closer than usual in the 1 1/16-mile race for Cal-bred fillies and mares. She was only a length behind You Lift Me Up through the first six furlongs before taking command.

Jockey Frank Alvarado said he wanted to make sure You Lift Me Up, ridden by Russell Baze, didn't get away with an easy lead.

Fair Grounds shipper Heart Ashley, under C.C. Lopez, scores a wire-to-wire 2 1/2-length victory in the Cicada.P

Taking full advantage of an alert break under vaunted speed rider C.C. Lopez, Heart Ashley outsprinted odds-on Dream Play down the backstretch and never looked back to win Saturday's Grade 3, $107.300 Cicada Stakes for 3-year-old fillies at Aqueduct.

HALLANDALE BEACH, Fla. - Smooth Air has won stakes around two turns on turf and on dirt, but his future will now be in races run around one turn on the main track.

Smooth Air added the one-turn mile to his repertoire on Saturday when he rallied from off the pace to win the Grade 2, $300,000 Gulfstream Park Handicap by 1 1/4 lengths over Finallymadeit. It was three-quarters of a length back to Formidable, who was followed in the order of finish by Bribon, 2-1 favorite Cool Coal Man, and How's Your Halo.

BOYNTON BEACH, Fla. - Albertus Maximus, the Donn Handicap winner, and Dunkirk, the undefeated 3-year-old who is targeting the Florida Derby, both worked Saturday at the Palm Meadows training center.

Albertus Maximus, prepping for the $6 million Dubai World Cup on March 28, worked a strong six furlongs in 1:11.80 under exercise rider Rob Massey. Daily Racing Form timed Albertus Maximus in fractions of 12.58 23.72, 35.19, and 59.39 seconds.

ARCADIA, Calif. - With his mind halfway on the job at hand, Pioneerof the Nile extended his stakes-winning streak to three races in Saturday's $200,000 San Felipe Stakes at Santa Anita.

The victory puts Pioneerof the Nile on course for a first-time matchup with two-time stakes winner The Pamplemousse in the $750,000 Santa Anita Derby on April 4.

OLDSMAR, Fla. - Musket Man extricated himself from traffic on the final turn, then ran down the 35-1 Join in the Dance to register a neck victory in Saturday's Grade 3, $300,000 Tampa Bay Derby.

Hello Broadway was victimized by an eventful trip and finished seventh as the 2-1 favorite in a field of 10 3-year-olds.

Musket Man is owned by Eric Fein in partnership with Vic Carlson. Fein won the 2008 Tampa Bay Derby with Big Truck.