Southeast -- Juddmonte Farm's homebred Empire Maker entered Saturday's $1 million Florida Derby (GI) at Gulfstream Park with a maiden victory at Belmont Park as his lone victory in three career starts -- yet he was one of the most talked about members of this 3-year-old crop because of a regal pedigree and the supreme confidence of Hall of Fame trainer Bobby Frankel.

When he ranged into contention on the far turn, it took only a few strides for Frankel's colt to prove he was worthy of the hype.

Empire Maker rallied from fourth, tackled Fountain of Youth (GI) winner Trust N Luck at the head of the stretch and drew away to a record-smashing 9 3/4-length victory in the key Kentucky Derby (GI) prep. Jerry Bailey was aboard Empire Maker as he covered the 1 1/8-mile distance in 1:49.05 over a "good track." Trust N Luck held on for second over the late running Indy Dancer, who broke poorly but rallied strongly in the stretch.

"He had been training so well out in California that I knew he would run a big race," said Frankel, who also has Louisiana Derby (GII) winner Peace Rules in his barn. "I'm not saying I knew he would win like that, but I wouldn't have shipped him here if I didn't think he had a really good shot."

Empire Maker is a son of Unbridled, who in 1990 became one of 10 horses to sweep the Florida Derby and the Kentucky Derby, out of the Grade I stakes winning broodmare mare Toussaud, who has now produced four Grade I stakes winners. Along with the talent inherent in the colt's pedigree, Frankel's addition of blinkers to Empire Maker's racing equipment appears to have been a key factor in Saturday's breakthrough performance.

"In his races without the blinkers, he'd get away from there in a bit of a tangle or a daze," said Bailey. "He'd be looking around. . . . He was giving up two-three lengths."

Frankel said after the Florida Derby that he might train Empire Maker up to the May 3 Kentucky Derby, but by Sunday he had experienced a change of heart and said Empire Maker would run in the 1 1/8-mile Wood Memorial (GI) at Aqueduct on April 12 before heading to Churchill Downs for Derby 129.

"If he's too fresh for the Kentucky Derby he may not run well in the rest of the Triple Crown races," said Frankel

As for those who finished behind him, trainer Ralph Ziadie said Trust N Luck would not run again before the Kentucky Derby. Trainer Todd Pletcher said third-place finisher Indy Dancer could meet Empire Maker again in the Wood; and trainer Lou Goldfine said Senor Swinger, who finished fifth, could run in the Illinois Derby (GII).

The Florida Derby was touched by tragedy when B M H Stable's Midway Cat suffered a catastrophic fracture in his right front leg at the head of the stretch and was euthanized. The Kentucky-based colt, who was trained by Rick Hiles, had scored two victories in nine starts and had finished third in the Fountain of Youth.

"A horse like that means the world to a guy like me," Hiles told the Courier-Journal. "To replace him is probably almost impossible." Frankel's successful run through the Kentucky Derby and Visa Triple Crown campaign continued after the Florida Derby when he saddled Midas Eyes to score a 9 1/4-length victory in the seven-furlong Swale Stakes (GIII) at seven furlongs. Frankel said the son of Touch Gold is not a Kentucky Derby prospect, but could run in the one-mile Derby Trail (GIII) at Churchill Downs on April 26.

Legendary Calumet Farm has owned a record eight Kentucky Derby winners and bred nine Derby champions and the famed Central Kentucky institution is back on the Derby trail this year with Region of Merit, who made Sunday's $250,000 Tampa Bay Derby (GIII) the first stakes victory of his career.

The son of Touch Gold outlasted the late-charging Aristocat to win by three-quarters of a length while covering the 1 1/16-mile distance over a fast track in 1:44.61. The Christophe Clement-trained Region of Merit was ridden by Eibar Coa as he won for the fourth time in five races.

"We think this horse is still learning and will improve," said Coa. "I don't think he ran as well as he can today and he still won."

Clement said Region of Merit would probably run next in the Toyota Blue Grass (GI) at Keeneland, which is located next door to historic Calumet.

West -- Longshot Buddy Gil ($21.60), who is not yet nominated to the Kentucky Derby and Visa Triple Crown, overcame traffic problems in the stretch, rallied between horses, and held off the hard-charging Atswhatimtalknbout to win Sunday's $250,000 San Felipe (GII) at Santa Anita by a nose.

Three-time Kentucky Derby winner Gary Stevens rode the son of Eastern Echo for trainer Jeff Mullins, who indicated that the colt would run next in the Santa Anita Derby (GI) on April 5 and that a check to make Buddy Gil eligible for the Kentucky Derby and Visa Triple Crown would soon be on its way to Churchill Downs.

"You've got to give a horse a chance to prove himself," said Mullins, who had saddled Buddy Gil for the first time in his previous start when the colt won the 6 1/2-furlong Baldwin (GIII) on the Santa Anita turf.

Stevens said he thought that Atswhatimtalknbout, who launched his charge in the middle of the track, had won the race and would have been thrilled regardless of which outcome the photo finish camera revealed.

"I felt like I was on a 3-5 shot, not a 12-1," said Stevens. "He really gave me what I wanted and put himself right into the 3-year-old picture."

Also pleased was trainer Ron Ellis, who saw the late charge by Atswhatimtalknbout and jockey David Flores fall just short in the highly-regarded colt's stakes debut.

"I wanted him to run just like he ran," said Ellis. "David to me has really matured as a rider so much. He understands the concept of helping develop a horse. He couldn't have done a better job."

Longshot Brancusi, who opened a clear lead in the stretch, finished third and a string of well-regarded Derby hopefuls crossed the finish line behind him. That group included favored Domestic Dispute (5th), Turf Paradise Derby runner-up Siberland (6th), Sham winner Man Among Men (7th) and Ten Cents A Shine (8th).

East -- An easy victory in Sunday's $200,000 Gotham Stakes (GIII) at Aqueduct has put Mark Doneson and Michael Dubb's Alysweep into the Kentucky Derby picture.

Claimed by his owners for $75,000 in December, Alysweep led throughout to win the mile and 70 yard race by 4 1/4-lengths over Grey Comet and Spite the Devil. Favored Colita was fourth in the field of nine.

Trainer Patrick Reynolds said Alysweep would get a chance to prove his Kentucky Derby mettle in either the Wood Memorial or the Toyota Blue Grass Stakes.

"He won easy and galloped out real strong," said Reynolds. "This is a step in the right direction."

Favored Cherokee's Boy was scratched by trainer Gary Capuano after the Maryland-based star drew the outside post a field of 11 in the Gotham.

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