Capitalizing on a bruising pace war between even-money favorite Flashback and 2-1 second choice Goldencents, Hear the Ghost came flying in deep stretch to take Saturday's Grade 2, $300,750 San Felipe at Santa Anita. The 5-1 third choice, who was making his two-turn debut for co-owners Halo Farms and Hall of Fame trainer Jerry Hollendorfer, racked up 50 points toward the Kentucky Derby.

Winning rider Corey Nakatani, aboard Hear the Ghost for the first time here, was delighted to be back on the Derby trail.

"Jerry (Hollendorfer) said, 'I'm going to find you a good one,' and I've been working some horses for him in the morning, asking for some help," Nakatani said. "I want to stay home, with my family, and stay on the West Coast. I'd like to get on the Derby trail with a horse, and this is it."

Longshot Salutos Amigos scampered to the early lead through an opening quarter in :22 4/5. Flashback, who had appeared to be taking up a ground-saving stalking spot, instead whipped around to chase on the clubhouse turn. Goldencents moved up to engage, the top two betting choices soon disposed of Salutos Amigos, and the match race was on.

Goldencents was under unrelenting pressure from Flashback through torrid splits of :45 4/5 and 1:09 4/5. They continued to match strides into the stretch, when Goldencents was the first to crack. Flashback put away his rival at the head of the lane and reached the mile mark in 1:35 3/5. But by that point, the Bob Baffert colt was softened up.

In contrast, Hear the Ghost was commencing a furious rally from midpack for Nakatani. Collaring Flashback in the final yards, the gelded son of Ghostzapper won going away by a half-length. Hear the Ghost clocked 1:42 1/5 for 1 1/16 miles on the fast main track and returned $13.80, $4.60 and $3.60.

"I felt that they were going to go fast," Nakatani said. "So I thought, 'let's get away good and make someone commit to going to the pace we need for him.' He's a tremendous horse."

"I thought this horse would have a very good chance to run them down today," Hollendorfer said. "I thought that all day long. I thought they would put up a pretty good pace.

"I just told Corey to watch the pace," the Hall of Famer said, "and try to be tactical and not get caught down inside, and those things that we always talk about. I have a great deal of confidence in this guy (Nakatani). He's won some very big races for me along the way, so he can ride anything of mine."

Flashback held second by a half-length from the closing Tiz a Minister. Goldencents tired to fourth, another 1 1/4 lengths adrift.

"Coming to the first turn, he was kind of tight in there," jockey Julien Leparoux said of Flashback. "He just took off from there. He just wouldn't do what I wanted to do."

Baffert noted that the key to the race was the first turn, when Leparoux decided to angle off the fence.

"On the first turn, he (Leparoux) said he was behind horses," Baffert said. "I think if he had stayed inside it probably would have been better. He took him off there not to get trapped, and then all of a sudden Goldencents came and engaged him and it turned into a match race down the backside.

"I think he ran well despite all that. He had a nice, tough race and he got tired at the end, considering he went so fast, but I think we learned a lot about him today.

"I think we were just intimidated by the free speed today, and the rail, so you learn from racing," Baffert summed up. "That's what these preps are all about."

Goldencents' rider, Kevin Krigger, didn't mince words.

"Coming into the first turn, I got him to turn off, and I was surprised, as good of a rider as Julien is supposed to be, the move he made around the turn to make us have a dogfight race all the way around," Krigger said.

"Turning into the backstretch, that's like committing suicide, you know? If we're going that fast easily, it's understandable, but to pressure a race like that -- being on a favorite, that's not a favorite's ride at all. He had the ideal scenario going into the first turn, and I mean, my horse came up tired today. There's not much else I can say."

Doug O'Neill, the trainer of Goldencents, also commented on Flashback's trip.

"I thought Martin Garcia (on Salutos Amigos) would go, but I was shocked that Flashback was so close up," O'Neill said. "I thought he'd be a little farther back. I'm sure they've got to make adjustments, and we have to make adjustments. We'll be all right.

"We're disappointed, but when you're running in Derby preps, you have to have a horse that can adapt to different situations," O'Neill added. "(Goldencents) maybe didn't settle as well as we would have liked. We'll make some adjustments to the way that we train him and prepare him for the next one and regroup.

"If he comes out of it good and we're still thinking about the Derby, we'll have to look at a prep."

There was a 5 3/4-length gap back to Salutos Amigos. Next came Carving, Omega Star and Kochees.

Hear the Ghost's scorecard now stands at 3-2-1-0, $222,400. The chestnut made a winning debut December 15 at Hollywood Park, where he rallied to a smart 3 1/4-length decision. Next trying stakes company in the January 21 San Pedro at Santa Anita, Hear the Ghost couldn't reel in the loose-on-the-lead Distinctiv Passion, but still closed very well to narrow the gap to 1 1/2 lengths. The stretch-out to two turns brought out further improvement from the promising three-year-old.

"I got a lot of enjoyment out of buying this horse and racing him with my partner, Ted Aroney (of Halo Farms)," Hollendorfer said. "We'll find out (about whether he'll handle longer distances). That's where we have to go next. I think we will (stay home for the Santa Anita Derby)."

Nakatani doesn't think that Hear the Ghost will have any problem stepping up in distance.

"I don't have any doubt that he will," the jockey said. "He gets in that high cruising speed, and he just kind of cruises along, you don't have to ask him, you don't have to even move on him. He's a little seasoned horse. He's gotten better each time that I've been able to do something with him. In the mornings, Jerry has been pleased with every step he's taken, that's why I say that Jerry deserves all the credit and Dan (Ward, Hollendorfer's assistant)."

Bred by W.S. Farish and Lazy F Ranch, Hear the Ghost was purchased for $40,000 as a Keeneland September yearling. He is out of the winning Coronado's Quest mare Rehear, making him a half-brother to Mani Bhavan, winner of the Grade 1 Spinaway and Grade 2 Adirondack in 2008, and to the multiple stakes-placed Dattt Echo.

Rehear is herself a half-sister to Grade 2-placed multiple stakes heroine Turkappeal, the dam of Grade 3 victress Pink Champagne and stakes scorer Z Appeal. She hails from the family of Canadian champion Silken Cat, champion sprinter and successful sire Speightstown and Grade 1 victor Turk Passer.