Kentucky Derby (G1) alumni Helium and O Besos will square off against a bevy of promising newcomers in Saturday's $150,000 Matt Winn (G3) at Churchill Downs. The 1 1/16-mile race provides an opportunity for talented three-year-olds to get an early start on the summer racing season, and recent winners include Horse of the Year Gun Runner and Grade 1 winner Maxfield. 

Ready to Pounce
Total 2 start(s) Top Speed Rating: (90) when breaking his maiden at Keeneland.
Wins: 1 Total Earnings: $50,400
Place: 0
Show: 0
Owner: Lothenbach Stables Sire: More Than Ready
Breeder: Lothenbach Stables Dam: Single Solution
Trainer: Neil Pessin Color: Bay
Jockey: Brian Hernandez

After finishing fourth in his debut sprinting on turf at Fair Grounds, Ready to Pounce took a big step forward when stretching out over one mile on dirt at Keeneland. After settling a few lengths off the early pace, Ready to Pounce parlayed a ground-saving trip into a confident 4 3/4-length maiden victory. The 90 Brisnet Speed rating he received is encouraging, and Ready to Pounce figures to receive another inside journey while breaking from the rail under jockey Brian Hernandez. He has every chance to factor at a fair price.  

Helium
Total 4 start(s) Top Speed Rating: (93) when winning the Tampa Bay Derby (G2).
Wins: 3 Total Earnings: $287,763
Place: 0
Show: 0
Owner: D. J. Stable Sire: Ironicus
Breeder: Teneri Farm and Bernardo Alvarez Calderon Dam: Thundering Emilia
Trainer: Mark Casse
Color: Bay
Jockey: Julien Leparoux

The stretch-running Tampa Bay Derby (G2) winner showed tactical speed when finishing a deceptively good eighth in the Kentucky Derby. The Mark Casse trainee was only beaten 10 1/2 lengths in his first start off a two-month break, and he's eligible to take a step forward while wheeling back four weeks later and dropping down in distance. As the most accomplished runner in the field, Helium warrants respect, and the versatility he's displayed in terms of running style affords him options for securing an ideal trip. A top-three finish is well within reach.

O Besos
Total 6 start(s) Top Speed Rating: (95) when finishing fifth in the Kentucky Derby (G1).
Wins: 2 Total Earnings: $262,624
Place: 0
Show: 1
Owner: Bernard Racing, Tagg Team Racing, West Point Thoroughbreds, and Terry L. Stephens Sire: Orb
Breeder: L. Barrett Bernard Dam: Snuggs and Kisses
Trainer: Greg Foley Color: Chestnut
Jockey: Marcelino Pedroza

Some folks might dismiss O Besos' respectable fifth-place finish in the Kentucky Derby as a fluke, considering he started at 41-1 and seemingly just passed tired rivals to secure the final share of the purse. But the finishing fractions of the Kentucky Derby were quick, so O Besos' stretch-running effort was legitimately good. Furthermore, he had previously rallied to finish third in the Louisiana Derby (G2), beaten only by Kentucky Derby third-place finisher Hot Rod Charlie and Preakness (G1) runner-up Midnight Bourbon. As a deep closer, O Besos may find himself at the mercy of the pace in the Matt Winn, but he comes in as the fastest horse on paper and will be tough to beat if he brings his A-game.

Southern Passage
Total 11 start(s) Top Speed Rating: (86) when finishing third in a Churchill Downs allowance race.
Wins: 1 Total Earnings: $59,942
Place: 2
Show: 2
Owner: Robert J. Baron Sire: Super Saver
Breeder: William Saba and WinStar Farm Dam: Almudena
Trainer: Dale Romans Color: Bay
Jockey: Corey Lanerie

A son of 2010 Kentucky Derby winner Super Saver, Southern Passage is the most experienced runner in the Matt Winn field with 11 starts under his belt. He's been most productive at Churchill Downs, going 5-1-1-1, but his lone victory came in a $50,000 maiden claiming race, and his career-best 86 Brisnet Speed rating is a little light. Trainer Dale Romans has won the Matt Winn three times, but Southern Passage will need improvement to challenge on Saturday.

Fulsome
Total 6 start(s) Top Speed Rating: (92) when winning the Oaklawn S.
Wins: 3 Total Earnings: $282,714
Place: 1
Show: 0
Owner: Juddmonte Sire: Into Mischief
Breeder: Juddmonte Farms Dam: Flourish
Trainer: Brad Cox Color: Bay
Jockey: Florent Geroux

After compiling a 1-for-4 record on turf, Fulsome switched to dirt during the spring and promptly rattled off back-to-back victories for hot trainer Brad Cox. After dominating a 1 1/16-mile allowance race at Keeneland (beating next-out winner Ethical Judgment by 3 1/2 lengths), Fulsome stretched out over 1 1/8 miles at Oaklawn Park, where he rallied with determination to win the Oaklawn S. by 1 1/4 lengths. The 105 Brisnet Late Pace rating Fulsome received is the highest in the Matt Winn field, and hot jockey Florent Geroux (a 24% winner at Churchill Downs this spring) is picking up the mount. Any way you slice it, Fulsome has the credentials to challenge for victory.

Hello Hot Rod
Total 5 start(s) Top Speed Rating: (87) when winning the Jimmy Winkfield S.
Wins: 3 Total Earnings: $121,441
Place: 1
Show: 0
Owner: George A. Sharp Sire: Mosler
Breeder: Hillwood Stables Dam: Hello Now
Trainer: Caio Caramori Color: Dark bay/brown
Jockey: Francisco Arrieta

A pacesetting winner of the seven-furlong Jimmy Winkfield S. at Aqueduct, Hello Hot Rod failed to flash his typical early speed when rallying mildly to finish fourth in the April 24 Federico Tesio S. at Pimlico, beaten 3 3/4 lengths. Perhaps the dark bay colt was a little rusty while returning from a three-month layoff, but it's also possible the 1 1/8-mile distance of the Federico Tesio was longer than he prefers. Sticking to a two-turn route configuration in the Matt Winn is a question mark for Hello Hot Rod, who also comes in a little light from a Brisnet Speed rating perspective.

Sittin On Go
Total 8 start(s) Top Speed Rating: (90) when winning the Iroquois (G3).
Wins: 2 Total Earnings: $187,620
Place: 0
Show: 0
Owner: Albaugh Family Stables Sire: Brody's Cause
Breeder: Wynnstay Dam: Set'n On Ready
Trainer: Dale Romans Color: Chestnut
Jockey: Joe Talamo

The second Romans trainee showed a ton of promise last summer, dominating his debut at Ellis Park before rallying to an explosive victory in Churchill's Iroquois (G3). In the latter race, Sittin On Go defeated a deep field led by future Preakness runner-up Midnight Bourbon and Arkansas Derby (G1) winner Super Stock. But Sittin On Go hasn't finished better than fifth in half a dozen subsequent starts, even when receiving a perfect pace setup in the Pat Day Mile (G2) over the same track and one-mile distance as the Iroquois. Barring a form turnaround, Sittin On Go figures to find the waters a bit deep in the Matt Winn.

Game Day Play
Total 9 start(s) Top Speed Rating: (93) when breaking his maiden at Lone Star Park.
Wins: 2 Total Earnings: $129,372
Place: 1
Show: 3
Owner: Rick Wiest, Clayton Wiest, Randy Marriott, and Heads Up Racing Sire: Violence
Breeder: Tom Durant Dam: Haley's Lolipop
Trainer: Robertino Diodoro Color: Chestnut
Jockey: David Cohen

Winner of the seven-furlong Clever Trevor S. as a juvenile, Game Day Play has done his best work sprinting. He didn't run poorly by any means when finishing third in the 1 1/8-mile Oaklawn S. four weeks ago, but Game Day Play was nevertheless weakening through the final furlong after tracking a modest pace. Game Day Play has the talent to compete at the stakes level, but the 1 1/16-mile distance of the Matt Winn might be farther than he prefers.