LOUISVILLE, Ky. - As the sun first popped over the trees at Churchill Downs on Friday, Union Rags galloped for the last time before Saturday's 138th Kentucky Derby.

"I think he's in good form right now," trainer Michael Matz said a little later in the morning outside Barn 42, the same spot where Matz once stabled the 2006 Kentucky Derby winner, Barbaro.

Of his latest Derby horse, the 9-2 second choice in the morning line, owned by Phyllis Wyeth of Chadds Ford, Matz said, "I think he's ready to run. . . . We've been a little bit harder on him since the Florida Derby, getting him peaked a little bit more."

Is Union Rags a really nice horse, or a special horse? It's time to find out, in a race that promises early speed, a potential stalking superstar trained by Bob Baffert, and plenty of horses primed to pick up the pieces if the speedsters burn each other out, as is widely anticipated.

Union Rags has the No. 4 post, inside of where Matz would have preferred, although it will not prevent jockey Julien Leparoux from carrying out the preferred race strategy.

"He'll just have to come out running a little bit," Matz said of that post, and the need to make sure the horse doesn't hit a quick traffic jam and get funneled to the back of the pack.

Bodemeister, the 4-1 morning-line favorite trained by Baffert, is trying to be the first Derby winner in 130 years to win without racing as a 2-year-old. Of course, the horse doesn't know that history, or how most of the old Derby rules have fallen away in recent years. After running second to Creative Cause in the San Felipe Stakes, Bodemeister won the Arkansas Derby by 91/2 lengths.

There is a bit of a local connection to that horse. Jeff Seder, head of the EQB bloodstock agency based in Chester County, doesn't claim credit for finding Bodemeister for owner Ahmed Zayat, but EQB did help Zayat keep the horse, Seder said.

"Zayat got him as a yearling then entered him into [a March 2011] auction as a resale prospect," Seder said. "Zayat withdrew him from that sale after we had evaluated him - at Ahmed Zayat's request - as elite on all our variables, and delivered the report."

The rest of the story . . .

"Matz's home and farm is literally my farm's next-door neighbor here in Chester County," Seder said. "Michael Matz's 9-year-old son is my son's classmate and close friend. Both kids will be at the Derby in the paddock."

They will see some sights. On Friday, with 112,552 in attendance for the Kentucky Oaks that traditionally precedes Derby day, Churchill already was the worldwide headquarters for bourbon, seersucker, and wide-brimmed hats (and those were just on the men). Oaks Day is a big deal here, a local holiday, all schools closed - except for Christian Academy of Louisville, taking its stand against the decadence at the Downs.

The Derby has something for all of them, even the abstainers. (They can pull for a 50-1 shot named Rousing Sermon.) Lovers of the late-in-life sudden success stories can pull for 12-1 contender Creative Cause, trained by 71-year-old Mike Harrington, who followed his father, grandfather, and great-grandfather into the business.

Baffert is very happy to be here, or anywhere, with Bodemeister and 50-1 Liaison. He's trying to win his fourth Derby, and first since War Emblem in 2002. He also talks of having a new lease on life. On March 26, Baffert suffered a heart attack while in Dubai for the World Cup, where he had two horses running. Doctors inserted three stents before he returned home.

This race has veteran trainers such as D. Wayne Lukas, saddling his 45th Derby horse, the 50-1 Optimizer, and the current big-dog trainers, Todd Pletcher and Steve Asmussen, who both have top contenders. Pletcher's Gemologist (6-1 odds) is undefeated in five career starts. The distance is not supposed to be an issue for this son of Tiznow. Asmussen's Daddy Nose Best (15-1) has gotten a lot of Derby week buzz, and is another late-runner.

Fans of oddball owners and gray speed horses hit the exacta with Hansen. The horse, champion 2-year-old after nipping Union Rags in the Breeders Cup Juvenile, is named for the owner, Kendall Hansen, a Kentucky pain-management doctor who tried to paint his horse's tail blue for the Blue Grass Stakes - damn right, he's a UK fan - and throws out Hansen dolls to fans at the track.

The real speed should come from 50-1 Trinniberg, who could present problems for Hansen and any other horse who tries to keep up. However, Trinniberg has never run longer than seven furlongs. He may be going backward for those three additional furlongs.

Don't look for Union Rags to be among the early speedsters. There are questions about his pedigree for the 11/4-mile distance, although second dam Terpsichorist was a distance horse. His sire, former Haskell winner Dixie Union, excelled a little short of the mile and quarter.

The colt's dam, Tempo, brings sentimental pedigree as well, since Union Rags is not just owned by Wyeth, but bred by her, a family affair since Tempo was sired by Gone West, owned by Wyeth's parents.

It will be a story if a horse owned by a Wyeth and raised in Wyeth country, wins the sport's most prestigious race. The final chapter always is the most unpredictable, but Matz said at his barn, "Other than sleeping wrong in the stall or doing something wrong on the track tomorrow, he's right where I'd want him to be."

What Are They Doing Now?

Here is an update on some locals that have been affiliated with the Kentucky Derby:

Afleet Alex

The horse stands at stud at Gainesway Farm in Lexington, Ky. The owners still are involved in racing in various combinations. Trainer Tim Ritchey continues to train out of Delaware Park. Jockey Jeremy Rose rides out of the Maryland tracks.

Smarty Jones

The horse stands at stud at Northview Stallion Station in Peach Bottom, Lancaster County. Owner Pat Chapman owns several Smarty Jones babies. Trainer John Servis continues to train out of Parx Racing. He had several horses on this year's Derby trail. Jockey Stewart Elliott continues to ride out of Parx and frequently is on Servis horses.

Barbaro

The horse's ashes are buried outside the front gate at Churchill Downs. Owners Roy and Gretchen Jackson continue to own horses, some trained by Barclay Tagg. Trainer Michael Matz is saddling Union Rags in this year's Derby. Jockey Edgar Prado is a regular rider at New York tracks.

- Mike JensenEndText

Kentucky Derby Field

 Here is the field for Saturday's 138th Kentucky Derby at Churchill Downs, post time: 6:23 p.m. NBC10. All carry 126 pounds. Distance: 11/4 miles. Purse: $2,219,600 if 20 start. First place: $1,459,600. Odds as of 6:10 p.m.

PP Horse Trainer       Jockey    Odds   

1. Daddy Long Legs    O'Brien         O'Donahue      26-1

2. Optimizer. . .                Lukas            Court            30-1

3. Take Charge Indy. . .          Byrne            Borel            8-1

4. Union Rags            Matz            Leparoux      6-1

5. Dullahan. . .                Romans         Desormeaux   11-1

6. Bodemeister            Baffert         Smith            8-1

7. Rousing Sermon         Hollendorfer Lezcano         19-1

8. Creative Cause. . .          Harrington      Rosario         13-1

9. Trinniberg               Parboo         Martinez         41-1

10. Daddy Nose Best. . .       Asmussen      Gomez         14-1

11. Alpha. . .                   McLaughlin      Maragh         22-1

12. Prospective. . .             Casse         Conteras      68-1

13. Went the Day Well. . .       Motion         Velazquez      20-1

14. Hansen               Maker         Dominguez      7-1

15. Gemologist. . .             Pletcher         Castellano      8-1

16. El Padrino. . .             Pletcher         Bejarano       34-1

17. Done Talking          Smith            Russell         34-1

18. Sabercat             Asmussen      Nakatani         38-1

19. I'll Have Another. . .       O'Neill         Gutierrez      18-1

20. Liaison                Baffert         Garcia         59-1

Craig Donnelly's Selections

UNION RAGS spent much of the Florida Derby boxed in but still finished just over a length behind the winner. He had a dominating effort in his prior start, the Fountain of Youth stakes at Gulfstream, his first start as a 3-year-old. He gets a helpful pace set-up. CREATIVE CAUSE fired in all eight attempts, including a big effort over the Churchill course last year. He had a more professional effort when blinkers were removed. BODEMEISTER destroyed the Arkansas Derby field in front-running fashion, but he must alter his style trying to become the first Derby winner since 1882 to not have competed as a 2-year-old. DULLAHAN has improved with a formidable stretch kick, but he likely prefers synthetic or turf footing.

How Craig would bet the race

$40 to win on Union Rags.

$5 exacta box: Union Rags, Creative Cause, Bodemeister.

$1 trifecta box: Union Rags, Creative Cause, Bodemeister, Dullahan.

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Contact Mike Jensen at 215-854-4489 or mjensen@phillynews.com or on Twitter @Jensenoffcampus.