ATSWHATIMTALKNBOUT - "We're just trying to keep him happy." That's the way trainer Ron Ellis described things around his barn Wednesday morning following a gallop by his Kentucky Derby contender Atswhatimtalknbout on a cloudy morning at Churchill Downs. By all appearances, Ellis is doing just that for the handsome son of A.P. Indy who strikes a healthy and happy pose barnside or trackside. The colt, a winner of two of five starts and $164,120, galloped a mile under exercise rider Raul Vizcarrando at approximately 8:40 as his date with destiny looms on Saturday. Atswhatimtalknbout, who'll be handled by California veteran David Flores in the 129th Derby, will gallop a mile and one half both Thursday and Friday. "I'll probably take him to the paddock again on Thursday," Ellis said. "We're going good and just trying to keep going that way."

BRANCUSI - The Blue Grass Stakes runner-up galloped a mile and a half today at Keeneland, trainer Patrick Biancone said he did "very good." "The track was velvet," said Biancone, who will drive to Churchill Downs this afternoon to saddle Stellar in the eighth race.

BUDDY GIL - Desperado Stables' Buddy Gil was on the track before 7 o'clock Wednesday morning to jog a mile and gallop a mile under exercise rider Amy Mullins. "Everything is good," trainer Jeff Mullins said. "The horse is happy, the exercise rider is happy and the owners are happy." Among the owners looking on Wednesday morning was Donnie McFadden, who also bred Buddy Gil. McFadden owns Billingsley Creek Ranch near Hagerman, Idaho. McFadden has not attended a Kentucky Derby and his only visit to Churchill Downs was for the 1988 Breeders' Cup. "This is the chance of a lifetime," McFadden said. "How many people in Idaho get this chance?"

DOMESTIC DISPUTE - Trainer Patrick "Paddy" Gallagher, one of the stars of the annual Derby trainer's dinner Tuesday night, was back at work Wednesday morning, sending his Kentucky Derby hopeful Domestic Dispute through a mile and one-quarter jog with exercise rider Joe Deegan in the boot. The Unbridled's Song colt was purchased privately this past weekend by Californians Chuck Winner and David Bienstock, both of whom were on the scene to see their chestnut runner go through his exercises. "He seems happy,' said Gallagher, the Irish trainer who served as rider-turned-trainer Bill Shoemaker's assistant from 1990 to 1997 before going out on his own. "I'll gallop him tomorrow, then gallop him and blow him out down the lane Friday." California rider Alex Solis will be aboard Domestic Dispute for Saturday's 129th edition of the Run for the Roses.

EMPIRE MAKER/PEACE RULES - The Kentucky Derby favorite - Juddmonte Farms Empire Maker - walked the shedrow Wednesday morning following a large flap over his tender foot Tuesday. His stablemate - Edmund Gann's Peace Rules - galloped a mile and three-eighths. And their trainer - Hall of Famer Robert Frankel - expressed full confidence in both in a backstretch press conference attended by a sizable portion of the media contingent for Saturday's 129th edition of the Run for the Roses. Empire Maker, the impressive winner of the Florida Derby and Wood Memorial in his last two starts, caused a stir at the historic Louisville oval Tuesday morning when he showed just a hint of a hitch in his get-along going through a one-mile jog under exercise rider Jose Cuevas. When Frankel called veterinarian Ken Reed to check on his colt's foot, rumors of an "injured" Kentucky Derby favorite flew faster than hummingbirds in a honeysuckle patch. Frankel did his best Wednesday morning at 9:30 to allay fears and accentuate the positive concerning the dark son of 1990 Kentucky Derby winner Unbridled. "The horse is OK," the conditioner said. "He's probably going to run. If this was just a normal race, nobody would even know about this. This sort of thing happens all the time and things go forward. It really is no big deal." Frankel clarified his "probably going to run" statement by saying that nothing in racing is ever for sure. "I'm probably going to run Peace Rules, too. And trainers with other horses are probably going to run on Saturday. You just don't know for sure." The trainer believes bruises or minor injuries to the foot are easily overcome by horses and the people who work on them. He noted that his staff had been tubbing the foot - the colt's right front - and that it had been poulticed. Additionally, Empire Maker had received some Butazolidin to relieve minor pain and been three-quarter shoed to relieve any pressure on the bruise. "He did it in the Wood (his last race at Aqueduct in New York)," Frankel stated. "The track was hard that day and he came out of the race with it. We've taken care of it since and it really hasn't been that big a problem. Horses do this kind of stuff all the time. It could have been that that work the other day (six furlongs in 1:12 3/5 in company at Churchill Sunday) might have aggravated it some." Frankel noted further that the three-quarter shoe and the Butazolidin will both be part of Empire Maker's Kentucky Derby "equipment." "I run all my horses using 'Bute,' " he said. "I walked him today on the advice of the veterinarian," the trainer said. "He suggested I do the same thing tomorrow. I'll come out here tomorrow morning and see how that goes. I'll see how the horse is and then I might walk him or I might jog him. I'll decide that in the morning. "But the final decision is he's going to run. And he'll run his race." Frankel noted that rider Jerry Bailey, who has the call on Empire Maker for the Derby, called him when he heard about the commotion around the horse. "I told Jerry he was fine," Frankel said. "And he said 'If you say it's OK, then it's OK.' " The trainer's other Derby charge, the chestnut Peace Rules, went trackside immediately after the mid-morning renovation break for his exercise with Jose Cuevas aboard for the first time. Previously, stable rider Antonio Graell had handled the colt by the young sire Jules in his gallops. "I put Jose up because he's a tough horse to gallop," Frankel said. "Jose is just better with it." Edgar Prado is penciled in as Peace Rules' rider for Saturday. In his press conference, Frankel sung the praises of Peace Rules as a possible Derby surprise. "Don't forget about this horse," he said. "He's two-for-two this year. He's game as can be. He's a very serious horse. If he's in front turning for home, they'll play hell getting by him. One thing we know: he's a fighter." Frankel said he sees both his horses in the heart of the action in the mile and one-quarter classic. "Peace Rules will be with the leaders," he offered. "He might not be on the lead, but he'll be right there. The other horse (Empire Maker) will be up close. He's got speed and Jerry (Bailey) will let him run away from there on Saturday. He won't take too much hold of him in a big field like that. When we put the blinkers on him (for the Florida Derby) it really got him into the bit. You can put him where you want him." "Every race he's run has been better than the last. There's still a lot of upside on this horse." The trainer said he'd like to have an outside post position for Empire Maker and a middle-of-the-gate spot for Peace Rules. Frankel indicated that he would paddock both of his horses early in the card Wednesday and again on Thursday if it did not rain. Churchill Downs' morning line maker Mike Battaglia indicated Wednesday morning that he was going to make Empire Maker a solid 6-5 favorite for the race.

EYE OF THE TIGER - Lexington Stakes runner-up Eye Of The Tiger will run in Saturday's Kentucky Derby, it was confirmed this morning. The homebred colt by American Chance was given a green light by owned-breeder John Gunther Tuesday and trainer Jerry Hollendorfer relayed the news from his Northern California base to his man on the Kentucky scene - assistant trainer and exercise rider Art Calva. "Jerry said it was a go and he's on his way here right now," Calva said at 7:15 Wednesday morning. "He was going to get here around 10:30 this morning and go right to the draw (scheduled for the Churchill Downs' racing office at 11:45)." Shortly afterwards, Calva saddled Eye Of The Tiger himself and took him trackside with a pony alongside. The bay backtracked to the finish line, then did a tour of the paddock before finishing in a gallop back at the six-furlong chute leading to the barn area. "He's doing great coming up to this," Calva offered. "He's a pretty mellow horse and he doesn't waste his energy. He was fine in the paddock and just muscled up a bit when we were on the track. That's what you want them to do." Eibar Coa will ride Eye Of The Tiger in Derby 129.

FUNNY CIDE - The New York-bred gelding who gave Empire Maker backers cause for concern with his determined run in the Wood Memorial, was traveling to Kentucky Wednesday. He was scheduled out on a flight from New York at 1 p.m. that included Kentucky Oaks starter Yell. They were due to arrive at Churchill Downs later in the afternoon. Funny Cide completed his Derby work with a sharp :58 2/5 five furlongs at Belmont Park Tuesday morning. Trainer Barclay Tagg, who will be saddling his first Derby starter in Funny Cide, was due to arrive in Louisville at 3 p.m. after a flight from New York. Funny Cide, a son of Distorted Humor, was unbeaten in three starts against state-breds, but has not won in three tries against open company. Jose Santos, who has been aboard in all six starts, has the mount again.

INDIAN EXPRESS/KAFWAIN - Indian Express, now trainer Bob Baffert's lone hope for a Kentucky Derby repeat, walked under the shedrow Wednesday morning after his workout on Tuesday. Kafwain, who was to be Baffert's other Derby starter, suffered an injury in the workout Tuesday and will not return to the races until the fall. "He strained a tendon in his right foreleg," Baffert said. "It's just a tiny spot, not bad at all, and it can be treated. But he'll be out of action for four to six months." Baffert, who entered two and ran one in last year's Derby when he upset the field with War Emblem, will have all his hopes pinned on the first Utah-bred colt to compete in the Derby. Indian Express was racing in Panama when jockey Laffit Pincay Jr. was sent a tape of the horse winning in Central America. Pincay sent the tape on to Baffert, and the trainer went to Panama to purchase the horse for $150,000 on behalf of retired record mogul Phil Chess, Indian Express punched his Derby ticket with a close second (beaten a head) to Buddy Gil in the Santa Anita Derby last out, his first try at two turns and just his second start for Baffert. Tyler Baze, who has ridden the colt in both U.S. starts, gets the call again and will be gunning from the gate. Baffert has said Indian Express will try for the lead and go as far as he can.

LONE STAR SKY - Risen Star Stakes runner-up Lone Star Sky walked the shedrow a day after working five furlongs in 1:00 3/5. "He is fine this morning," trainer Tom Amoss said. "I am comfortable with the decision (to enter the Derby) based on how he is doing and how the field is shaping up." With Kafwain being declared from the Derby field because of injury on Tuesday, Lone Star Sky is the only participant from last year's Breeders' Cup Juvenile to make the Derby. No Breeders' Cup Juvenile winner has won the Derby and Sea Hero was the most recent Juvenile entrant to win the Derby, that coming in 1993. In between, 28 horses have run in the Juvenile that made next spring's Derby with the best finish being Tejano Run's second in 1995. Is it too much to ask of a horse to compete in both races? "I am probably not the right authority for that," said Amoss, who will be saddling his first Derby starter, "but when you look at the statistics, it is certainly a valid question. When he returned to me six weeks later (after the Breeders' Cup), he looked great." Amoss was asked how he was handling his first run through a Kentucky Derby week. "I think I have done a good job keeping it in perspective and being realistic and paying attention to my horse, which is most important," Amoss said. "It wasn't until last night at the trainers dinner when they showed footage from Affirmed and Alydar and Secretariat's Derby that it hit me for the first time what this race is . . . how important it is to racing and the immortals that have competed here. "The thing that was most amazing to me was when they showed Affirmed and Alydar coming down the lane there was a glimpse of the infield and how big the crowd was. I had forgotten that. I asked my parents to come at the last minute. They are 77 and 78 and live in New Orleans and I was worrying about getting them from Point A to Point B, but after watching that last night, how could I have thought it was not a good idea for them to come whether I run first or last?" Lone Star Sky will be ridden for the first time Saturday by Shane Sellers, who was packing some tapes of the colt's races for study Wednesday morning. "I feel great and that's an understatement," said Sellers, who is back riding after a short retirement because of injury. "I just kept hoping that something was going to happen. I thought Scrimshaw was my last shot, and when he (trainer Wayne Lukas) gave him up, I thought it was over, but all of a sudden something happens and that makes my comeback that much sweeter to get back in the Derby my first year back."

OFFLEE WILD - The Azalea Stable colt, who registered a bullet work Tuesday morning with five furlongs in :59 1/5, walked the shedrow Wednesday morning under the watchful eye of trainer T.V. Smith, who makes his Derby debut at the age of 65. Offlee Wild, a son of Wild Again out of a Seattle Slew mare, stood calmly in his stall Wednesday morning, at one point yawning widely before shuffling to the back of the stall. "He's a very calm horse," Smith said. "Nothing excites him much in the barn." Smith, who has saddled more than 40 stakes winners in a 45-year career, is also maintaining his cool. "I had to wait for the right horse to bring me here," he said. "We've done everything we can to get him ready and now it's up to him. I'm enjoying this. I sleep good and I wake up smiling." Jockey Robby Albarado, who was aboard in Offlee Wild's sharp breeze Tuesday, will be the colt's fifth rider in what will be seven lifetime starts. "It's funny how that worked out," Smith said. "It wasn't planned that way. Just circumstance. But Robby's a good rider, and he knows this track really well. He was thrilled by the workout, and if he's happy, I'm happy."

OUTTA HERE - Delta Jackpot winner Outta Here visited the starting gate and then galloped a mile and three-quarters with assistant trainer Pat Seeley up Wednesday morning after the renovation break. "He was very calm at the gate and acted like a gentleman, like he always does," said trainer and co-owner Bill Currin. Currin still plans to let Outta Here blow out down the lane Thursday with Seeley or Derby rider Kent Desormeaux up. Outta Here schooled in the paddock Tuesday afternoon and he may have another session Thursday. "He got a little warm in there, but it was from the heat, not fear," Currin said.

SIR CHEROKEE - Trainer Michael Tomlinson reported all was well with Arkansas Derby winner Sir Cherokee Wednesday morning at the Trackside Training Center, a day after the Cherokee Run colt worked five furlongs in 1:00 3/5 at Churchill Downs. "It was a good work, and he came out of it fine and looks none the worse for wear," Tomlinson said. Tomlinson had considered bringing Sir Cherokee over to Churchill Downs Thursday afternoon for a paddock schooling session, but may not now. "I am re-thinking coming over, because it is something I don't really feel like I need to do," Tomlinson said. "He has been over there with all the cameras in his face and people walking around and he ran in Arkansas where they had the biggest crowd for any Derby prep and he never turned a hair. I may just leave him in the stall in the morning and give him another day of rest." Terry Thompson will ride Saturday.

SCRIMSHAW/TEN CENTS A SHINE - Coolmore Lexington winner Scrimshaw visited the starting gate and then jogged under exercise rider Stacy Maker shortly before 6 a.m. Ten Cents A Shine was first out of the barn of trainer D. Wayne Lukas to gallop under Maker as the track opened at 5:15. Cornelio Velasquez will pilot Scrimshaw in Derby 129, and Calvin Borel has the call on Ten Cents A Shine, who will combine to give Lukas participation in his 22nd Derby in 23 years. Lukas was asked if he had changed any of his thinking in regard to preparing a Derby runner since his maiden voyage here in 1981. "There are lots of things. I could write a book," Lukas said without divulging any possible chapter titles. "Just remember, the horse is the most important ingredient."

SUPAH BLITZ - The Mecke colt, winless in five stakes starts this year, walked the shedrow a day after working a sharp half-mile in :46 4/5 Tuesday. Trainer Manny Tortora, who will be saddling his third Derby starter, was as calm as his colt Wednesday morning. Supah Blitz had his nose buried in his haynet and Tortora was talking wistfully about the donuts he wasn't having. Supah Blitz is a son of Mecke, the horse Tortora brought to the 1995 Derby. That colt, like his son a confirmed come-from-behind sort, ran into all kinds of traffic in the 19-horse field and finished fifth, beaten just three lengths for all of it. "He's just like his father," Tortora said of Supah Blitz. "He's so calm. Nothing bothers him. Crowds won't mean anything to him." Rosemary Homeister Jr., who makes her Derby debut as just the fifth female rider in the history of the race, was out drinking in all the excitement of Derby Week. "This is awesome," she said. "I had heard that it was special here, but I had no idea how special it was. "I brought my videocamera this morning to shoot the morning activity and the crowds here on the backside. I want my mom to see this whole scene." Homeister became the first female rider to win an Eclipse Award when she was named the outstanding apprentice rider of 1992. She is hoping to better the performance of the previous four female jockeys. Diane Crump, the first woman to ride in the Derby, finished 15th in 1970. Patti Cooksey was 11th in 1984; Andrea Seefeldt was 16th in 1991, and Julie Krone was 14th in 1992 and 11th in 1995.

TEN MOST WANTED - Illinois Derby hero Ten Most Wanted got in his licks Wednesday morning when trainer Wallace Dollase took him for a tour of the big Churchill Downs oval at 7:30 a.m. three days prior to his next race - the 129th Kentucky Derby. Dollase was aboard his black Quarter Horse pony and regular exercise rider Enrique Alferez was aboard Ten Most Wanted as the twosome backtrack-jogged to the finish line, took a tour of the paddock and then jogged back to the six-furlong gap leading into the barn area. When the colt came off the track, assistant trainer Aimee Dollase clipped a shank to the racy sophomore and held tight to the handful of racehorse. "Man, he's feeling good," Wally Dollase said. "He wanted to do more than I wanted him to do today. I'm going to get him over in the paddock for some afternoon schooling in one of the early races today. He'll go back to galloping tomorrow." Ten Most Wanted is slated to be ridden by Hall of Fame jockey Pat Day on Saturday. The rider is reported to have pulled a muscle in his back doing chores at home Monday and took off his mounts Tuesday and Wedneday at Churchill. He is scheduled to be back in action Thursday.

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