The event is race 5 on the Churchill Downs card, five races before the $2 million Kentucky Derby Presented by Yum! Brands (gr. I). The seven-furlong Churchill Downs is on the main track.

A 5-year-old son of Unbridled's Song, Noonmark was second in the 2006 Swale (gr. I) and contested graded stakes competition for the much of his 3-year-old campaign before an injury forced him to miss nine months of racing. The bay horse returned to action last September in allowance-optional claiming competition and has steadily worked his way up.

The resilient horse came full circle by winning the Mr. Prospector Handicap (gr. III) Jan. 5 at Gulfstream Park, his first graded stakes score. The Steve Asmussen trainee was third in his most recent start, the March 8 Duncan F. Kenner Stakes at Fair Grounds.

Out of the Storm Cat mare In the Storm, Noonmark was bred in Kentucky by John D. Murphy Sr. He is owned by George Bolton, Joan Corrigan and Antony Beck. Carrying a co-high weight of 120 pounds, Noonmark will get regular jockey Shaun Bridgmohan.

Major competition could come from Juddmonte Farms’ homebred Thousand Words, an English-bred son of Dansili. Trained by Bobby Frankel, Thousand Words shipped to the states this year after making the first 11 starts of his career in England. The 4-year-old was 3-0-1 from 11 starts across the pond.

Thousand Words was off the board in his American debut, the Jan. 12 San Pasqual Handicap (gr. II), then won in allowance company at Santa Anita the following month. His most recent effort was a fifth-place finish in the April 12 Commonwealth Stakes (gr. II) at Keeneland, where he came five-wide and was beaten by less than three lengths. David Flores will ride.

Multiple graded stakes winner Wanderin Boy is cross-entered in the Churchill Downs and the May 2 Alysheba Stakes (gr. III). The 7-year-old Seeking the Gold colt won the Alysheba in 2007. He was winless in three starts after that – all in grade I company – and most recently, was fourth in the Oct. 26 Breeders Cup Dirt.