Hot Springs, AR (My Sportsbook) - Papa Clem, the 4-1 second choice, outfought even-money favorite Old Fashioned to win Saturday's $1 million Arkansas Derby at Oaklawn Park. The win in the 1 1/8 mile race puts Papa Clem in the field for the May 2 Kentucky Derby.

Despite losing the Rebel Stakes to Win Willy, Old Fashioned was made the heavy favorite for the Arkansas Derby. Papa Clem and Win Willy were both 4-1 in the 10 horse field.

Old Fashioned, with Terry Thompson replacing Ramon Dominguez as rider, set the pace with Ziegfeld in second, Danger to Society in third and Flat Out running in fourth.

Old Fashioned continued to set the pace up the backstretch and into the far turn. Drawing along side of Old Fashioned on the turn was Flat Out, as Papa Clem advanced four-wide.

When the field entered the stretch, Old Fashioned was on the inside as Papa Clem rallied from the outside. The two battled down the stretch until Papa Clem and jockey Rafael Bejarano edged past Old Fashioned.

Papa Clem defeated Old Fashioned by a half-length, with Summer Bird getting up for third. Papa Clem completed the Arkansas Derby in 1:49.01 on a fast track.

Completing the order of finish was Rebel Stakes winner Win Willy, Flying Private, Flat Out, Poltergeist, Captain Cherokee, Danger to Society and Ziegfeld.

Papa Clem is owned by Bo Hirsch and trained by Gary Stute. Saturday's victory was worth $600,000, pretty much securing a Kentucky Derby slot for the colt.

"When I got him as a two-year-old," Stute said earlier in the week, "he impressed me at once. I had a small stable and not a strong one. Papa Clem stood out against the horses that I had. I am returning to my home base in California on Sunday, but I will have my mind on Kentucky hopefully."

Papa Clem has won two of six career starts for $790,940. This year he was second in both the Robert B. Lewis Stakes and Louisiana Derby. Pioneerof the Nile and Friesan Fire were the respective winners in those races.

Papa Clem paid $10.00, $4.40 and $3.60. Old Fashioned returned $3.00 and $2.20, and Summer Bird paid $6.20 to show.

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