In order for BACKTALK (Smarty Jones) to become the latest son of a Kentucky Derby (G1) winner to capture the Run for the Roses, good things need to happen in Saturday's $500,000 Illinois Derby (G3) at Hawthorne. In addition to last year's Sanford S. (G2) and Bashford Manor S. (G3) winner, the nine-furlong feature has attracted seven others including a pair of California-based colts who will make their dirt debut at the suburban Chicago oval.

Though the Illinois Derby will officially mark Backtalk's second afternoon appearance of the season following a narrow score in the February 26 Sportsman's Paradise S. at Delta Downs, the chestnut appeared to get another full prep in on the morning of March 25 at Fair Grounds when scorching through a six-furlong workout in 1:09 3/5. To put that in perspective, last Saturday's Duncan F. Kenner S., the leading sprint of the Fair Grounds meet for older horses, was run in 1:09.

Backtalk will again be ridden by Miguel Mena, who was not aboard for the colt's two losses last fall in the Hopeful S. (G1) and Breeders' Futurity (G1).

YAWANNA TWIST (Yonaguska), a veteran of only three starts, won twice versus New York-bred foes over the winter by a combined margin of more than nine lengths, then turned in a strong run in last month's Gotham S. (G3) when a clear second to Awesome Act (Awesome Again), one of the favorites for Saturday's Wood Memorial S. (G1). Bypassing the Wood in favor of the Illinois Derby appears to be wise move taken by trainer Rick Dutrow, as it gives the colt a greater chance to accumulate more graded earnings while facing a softer field. A decision on whether the colt will be a late nominee to the Triple Crown might depend on his performance Saturday.

DAVE IN DIXIE (Dixie Union) and AMERICAN LION (Tiznow), who have each shown signs of talent over California's synthetic surfaces, will try their hand at dirt in the Illinois Derby. Both exit disappointing runs in the San Felipe S. (G2), where American Lion weakened to fourth while wearing blinkers and Dave in Dixie showed little in finishing sixth of seven.

American Lion, who won the Hollywood Prevue S. (G3) last fall and finished third in the Robert B. Lewis S. (G2) in his seasonal bow, will shed the hood for the Illinois Derby and be ridden for the first time by David Flores. Dave in Dixie, second in the Lewis and a close sixth to champion Lookin at Lucky (Smart Strike) in the Norfolk S. (G1) last fall, will also get a new rider in Jose Valdivia Jr.

Longshots in the Illinois Derby include stakes winner TURF MELODY (Maria's Mon), unlaced in three prior graded attempts; GAME BALL (Sky Mesa), an overnight winner in his last two at Tampa Bay Downs; and the Californians STEPHEN'S GOT HOPE (Stephen Got Even) and BOULDER CREEK (Tapit), who occupied the fifth position in the San Felipe and Sham S. (G3), respectively.