Hot Springs, AR (My Sportsbook) - The top two finishers from the Rebel Stakes, Win Willy and Old Fashioned, head a field of 10 three-year-olds for Saturday's $1 million Arkansas Derby at Oaklawn Park. The 1 1/8 mile race on dirt is one of the last preps for the May 2 Kentucky Derby.

Even though 56-1 longshot Win Willy was the upset winner of the Rebel Stakes, Old Fashioned has been made the 9-5 morning-line favorite. Win Willy is the 7-2 second choice in the program. . Trained by Larry Jones, Old Fashioned will be ridden by Terry Thompson from post eight. Thompson, who rode the colt in his first two starts, replaces Ramon Dominguez.

"I have been getting on the colt in the mornings working him," Thompson said, "and we have worked well together. He is an easy colt to ride, there is nothing tricky about him. The first time I worked this horse, I knew he was a prospect. There is a presence about him. When I am on Old Fashioned, I have the feeling of being on something special.

"Old Fashioned has a lot of ability, a lot of potential. Another thing I really like about him is that he learns quickly. You only have to show him one thing and he remembers it. I'm excited about getting the opportunity to ride Old Fashioned."

Currently fifth in the latest NTRA three-year-old poll, Old Fashioned was defeated in the Rebel Stakes as the 2-5 favorite after having the lead in the stretch.

"It is hard to say what happened," Jones said. "The track was heavy and with those kind of fractions, it was bound to catch up with him. He ran well and we are proud of what he did."

The gray colt has won four of five career starts with $383,280 for owner Fox Hill Farm. He began the year by winning the Southwest Stakes at Oaklawn and last year captured the Remsen Stakes at Aqueduct.

Win Willy will again be ridden by Cliff Berry and the pair will break from post nine, just to the outside of the favorite.

"This year I'm lucky that I have a derby mount in Win Willy," mentioned Berry. "Win Willy is still learning. The Rebel was only his fourth start, the first going around two turns. Often when a three-year-old gets good in the spring, he gets very good. I'm excited about the Arkansas Derby next."

Owned by Jer-Mar Stable and trained by Mac Robertson, Win Willy has won three of four career starts for $210,070.

"I got Win Willy last year at Canterbury Park," Robertson noted. "I knew he was a good prospect the first time I ran him. His second race wasn't a good one for him, and he came out of it with sore shins. We gave him some time off, and he came back well."

Here is the complete field for the Arkansas Derby in post position order: Captain Cherokee, Aaron Gryder, 20-1; Papa Clem, Rafael Bejarano, 6-1; Flat Out, Julio Garcia, 10-1; Poltergeist, Quincy Hamilton, 20-1; Ziegfeld, Jon Court, 12-1; Flying Private, Israel Ocampo, 6-1; Summer Bird, Chris Rosier, 30-1; Old Fashioned, Terry Thompson, 9-5; Win Willy, Cliff Berry, 7-2; and Danger to Society, Cornelio Velasquez, 6-1.

This year's Arkansas Derby will be broadcast on ESPN2 with a post-time scheduled for 6:41 p.m. (et).

In 2007 Curlin won the Arkansas Derby on his way to the first of two Horse of the Year titles.