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Late in the afternoon of May 7, 1983, as Sunny's Halo was
prancing into the winner's circle at Churchill Downs, a member of
one of the most prominent families of thoroughbred breeders in
Canada -- David S. Willmot, of King haven Farms -- could restrain
himself no longer. Sunny's Halo, Canada's 2-year-old champion the
year before, had just won the Kentucky Derby, and both the owner
and the trainer of the colt were Willmot's countrymen. Yielding to
a rush of national pride, Willmot pulled off his Jockey Club of
Canada necktie, twirled it over his head like a lariat and began
singing, ``O Canada. . . .''

``My Kentucky friends sat and scowled at me,'' Willmot recalls.
``I said, `Listen, you sons of bitches, I sang My Old Kentucky
Home with you and now you can sing O Canada with me!' They were
not impressed.''

That was Willmot's first and only visit to the Derby, but he is
clearly looking for an encore. Indeed, if last Saturday's running
of the Wood Memorial at Aqueduct sent any message at all, it was
in the form of an advisory to Willmot's starchy Blue Grass pals:
Bone up on the lyrics of the Canadian national anthem, mind your
manners and get ready to duck when the man reaches for the knot in
his tie.

Near the end of a three-month season of prep races that has left
the Kentucky Derby picture murky at best, Willmot's dark bay colt
Talkin Man, whom he owns in partnership with Helen Stollery,
absolutely wrung out and spin-dried seven other 3-year-olds in the
1-1/8-mile Wood. Talkin Man leisurely set the pace to the top of
the stretch before bounding off in one crushing burst of speed to
win as he pleased by 7-3/4 lengths. ``Unbelievable,'' said jockey
Shane Sellers, who was substituting for the colt's regular rider,
Mike Smith. ``I've never been on a horse like this before. It was
sooo easy. This horse is a Porsche.''

Talkin Man thus announced himself as a favorite for the May 6
Derby, and no one feels more charmed by what has happened than his
trainer, Roger Attfield. ``At the start of this year, I thought I
might be at the Kentucky Derby,'' Attfield said after the Wood,
``but I never thought I'd be one of the favorites.''

Like Sunny's Halo in 1982, Talkin Man was named Canada's
2-year-old champion after winning three straight stakes at
Woodbine Race Course, but when he runs at Churchill Downs next
month, the colt will be Attfield's first entry in the 1-1/4-mile
Derby. And he appears to have the goods. Talkin Man has plenty of
speed -- he was in front at every pole save one in those three
stakes at Woodbine -- and he has a family tree abundantly
ornamented with stayers. His sire, With Approval, won at distances
up to 1-1/2 miles, and the pedigree of his dam, Pookette, is rich
in distance-running blood.

``This horse is bred to go as far as they make races,'' Willmot

The last time Attfield, a normally restrained sort, shipped Talkin
Man to Churchill Downs -- for the Breeders' Cup Juvenile last Nov.
5 -- he could not suppress his enthusiasm. Recalls Willmot: ``The
day before the Breeders' Cup, Roger looked like the cat who had
swallowed the canary. He said, `David, they're gonna have a ton of
trouble beating this horse.' '' Around the last turn, with Talkin
Man pressing the pace, Attfield thought he had it won. Then they
turned for home.

The trainer was aghast. ``He looked like a drunken sailor,''
Attfield recalled on the eve of the Wood. ``He was swerving all
over the place.''

Talkin Man drifted back to 10th and ultimately finished 16 lengths
behind the winner, Timber Country. Attfield was bewildered, at
least until a medical exam revealed that the colt had been
suffering from a lung infection that had impaired his breathing.
The trainer dispatched Talkin Man to Payson Park, a thoroughbred
training center in Florida, and left him alone for 60 days. ``He
lost considerable weight,'' Attfield says. ``I'd turn him out in
this little pen, and he'd barely lift up his head.'' By early
December, though, he had shaken the bug and began to regain the
flesh he had lost. On Jan. 2, with his coffee-colored coat agleam
again, Talkin Man hit the training track. Going slowly, Attfield
aimed him at Churchill Downs through two prep races in New York --
the one-mile Gotham Stakes on March 25 and last Saturday's Wood.

By March, the colt was working like a racehorse, charging around
Payson in a way that buoyed Attfield and the trainer's wife,
Tracy, the colt's exercise rider. Still, no one knew what to
expect of him in the Gotham. He had not run in almost five months
and had missed two months of training over the winter. As things
turned out, that mattered not a whit. The Man tracked the
pacesetters down the long backstretch, moved to them on the turn
and then threw a final quarter-mile at them in :24-3/5. He won by
seven. ``A huge race,'' Attfield said.

Indeed, along with the powerful 3-1/2-length victory by the filly
Serena's Song in the Jim Beam Stakes at Turfway Park on April 1,
Talkin Man's Gotham was the most compelling performance by a
3-year-old this season. In the Wood he got away with a
trotting-horse first half in 48 seconds, but he finished with a
flourish, through a final eighth in :12-1/5. And he did so on a
day when the form was not holding among other leading 3-year-olds.
An hour and a half before the Wood, in the Blue Grass Stakes at
Keeneland Race Course in Kentucky, Wild Syn, the longest shot on
the board at 30-1, controlled an even slower pace under jockey
Randy Romero, then sprinted away in the final eighth to win
another major Derby prep by 2-1/2. The favored Thunder Gulch,
winner of the Florida Derby, faded in the stretch to finish
fourth, losing by nearly five.

As the Kentucky Derby nears, unanswered questions abound. How will
Talkin Man, with Smith back in the irons, and Serena's Song, if
she's entered, respond when they are swept along on the kind of
fast early pace that is the hallmark of the Derby? Larry the
Legend is injured and now out of the picture, but how will the
rest of the leading California horses -- Afternoon Deelites,
Timber Country and Jumron -- shake out at midstretch of the Downs?
More vexing yet, how strong are the foreign invaders in what could
prove to be a most international Kentucky Derby? From England may
come Eltish, who finished second to Timber Country in the
Breeders' Cup Juvenile, and from Japan may come Ski Captain, who
has won three of four career starts in the land of the rising sun.
How do they figure in Kentucky, the land of the rising confusion?

No telling. All Attfield knows is that he likes his horse's
chances. ``He's a fresh horse,'' Attfield said, ``and he is a
confident horse now.''

COLOR PHOTO:MANNY MILLANWith an almost eight-length lead as he came to the wire, Talkin Man could have been a walkin' man. [Talkin Man leading the Wood Memorial at Aqueduct]