Here are a few thoughts on what transpired and how the weekend's events may impact the Kentucky Derby (gr. I) picture:

* The Fountain of Youth Stakes (gr. II) was a tribute to the tenacity and courage of Read the Footnotes and the ability of his trainer, Rick Violette, to get a horse dead-fit off a layoff. Most horses would not have won the Fountain of Youth over a tough, classy opponent like Second of June. A second-place finish would have satisfied Read the Footnotes' connections, considering the circumstances. But the New York-bred really dug down and was determined to catch Second of June, who was coming off a pair of impressive stakes victories. It was his will to win that made this one of the most memorable Derby preps seen in a long time.

The question now is, was this too tough a race first time back, and how will he rebound off it? Although you never like to see a horse have this tough a race off a layoff, the positive aspect of it is that he can now afford to take a step backwards somewhere along the way if he has to. With a mile and a 1 1/8-mile stakes under his belt from last year, and now this effort at a 1 1/16 miles, Violette does not have to worry about building a foundation. This colt's foundation is already deep and strong. Now we'll just have to see how far his sire, Smoke Glacken, can take him. He needs a strong female family to assure any chance of staying the 1 1/4 miles, and he's helped by great-grandsire Vaguely Noble.

Speaking of Violette, his second stringer, Swingforthefences, hit a tape measure shot on Saturday, blowing away the heavily favored Shaniko with a powerful burst of speed at the three-sixteenths pole. When Jerry Bailey was forced to make a right-hand turn and swing six-wide at the top of the stretch to avoid running into a wall of horses, Swingforthefences exploded and charged past Shaniko in a matter of a few strides. His sire, Boston Harbor, is not your ideal 1 1/4-mile sire, nor was Boston Harbor's sire, Capote. In fact, neither of them have sired a true distance horse in this country. Swingforthefences does have some a couple of solid stamina influences in his female family, but there is still a question how far this colt wants to go.

* With Birdstone and Eurosilver having passed their first tests, Nick Zito can breathe a sigh of relief, at least for the time being. Jerry Bailey's only movement aboard Birdstone was looking over his right shoulder, then his left, then peeking under his arm. Last year's Champagne (gr. I) winner looked super in the paddock, with his coat glistening and packing more muscle than last year. There were some decent horses in the field, but Birdstone basically just toyed with them. Now it's time to get serious.

Zito still has The Cliff's Edge running next weekend in either the Sam F. Davis at Tampa or the Palm Beach (gr. IIIT) if it's taken off the grass, and watch for big improvement from Pies Prospect, who took all the worst of it in an allowance race Saturday. After breaking a bit awkwardly and dropping well of the pace, he was forced to circle five-wide on a speed-favoring track and made a big move outside Shaniko to challenge for the lead, only to flatten out in the stretch.

* Well, we know that Value Plus is one of the fastest and most imposing 3-year-olds in the country, and that he dwarfs most opponents running alongside him. We know he has a magnificent stride that makes it look as if he's bounding along, taking one stride to everyone else's two. And we know that he's the closest thing to his sire, Unbridled's Song, that's come along since the big gray shook up the Derby scene back in 1996. But do we know how far this colt wants to go? The answer is flat-out no. His female family will be virtually unknown to anyone outside Ohio. A look at all the sires in his female family and their progeny, and you'll see virtually nothing but names like the Cleveland Gold Cup, Buckeye Handicap, Cleveland Oaks, and Ohio Debutante. His great-grandsire, Brent's Prince, did win the Ohio Derby, and Brent's Prince's sire, Proud Clarion, upset the 1967 Kentucky Derby for Ohioan John W. Galbreath.

Value Plus' full-brother Werblin was a stakes-placed sprinter, and his half-brothers, Roll Hennessy Roll and Majorbigtimesheet, were stakes-winning sprinters. His granddam's sire, Honey Jay, was a stakes-winning sprinter with a lofty 8.68 dosage index. So, there is not a lot to indicate that he wants to go 1 1/4 miles.

On the other hand, my colleague, Ed Fountaine of the New York Post and former Bloodlines columnist for Daily Racing Form (and also a big fan of this horse and Unbridled's Song) points out that if you go back 25 generations or so, that's right, 25, Value Plus traces back to a mare sired by the Darley Arabian, out of a Byerly Turk mare. In horsedom, that's like tracing your ancestors back to Adam and Eve. Somewhere along the way, you'll find the family of top-class stayers Arts and Letters and Waquoit. I'm relaying all this to provide some ray of hope for all the Value Plus fans out there.

Stablemate Shaniko still has maturing to do, and that will come with racing. He made a big run on the far turn, but couldn't sustain it. Look for big improvement next time out.

* Here is a Risen Star equation. The winner, Gradepoint, beat Maisie's Son by a half-length last time out. Earlier on the Risen Star card, Gradepoint's stablemate, Breakaway won a first level allowance race by 9 1/2 lengths over Maisie's Son. Does that make Breakaway better than Gradepoint? It sounds simple, but Gradepoint took that big step up in class by defeating a proven graded stakes-winner in Mr. Jester, and he's now won three in a row.

By A.P. Indy, Gradepoint still has a lot of room for improvement. For that matter, so does Breakaway, whom trainer Neil Howard says is a smallish, unassuming-looking colt, but he obviously is making great strides with every race. The bottom line is that Gradepoint is still the top dog and will point for the Louisiana Derby (gr. II), while Breakaway will pack up and hit the road. All we know now is that Howard and owner William Farish, coming off their big year with Horse of the Year Mineshaft and Preakness (gr. I) runner-up Midway Road, are forging ahead on the Derby trail with two improving colts who should have no trouble at all getting the mile and a quarter.

* In other Derby-related news, undefeated Tapit is back working at trainer Michael Dickinson's Tapeta Farm after being slowed by a shin problem and bad weather in Florida. The Laurel Futurity (gr. III) winner breezed a half in :52 2/5 on Feb. 14. Dickinson said he still has hopes of making the Kentucky Derby.

The highly regarded Capac will make his next start in the Miracle Wood Stakes at Laurel Feb. 28. A big effort and he'll take on the big boys in one of the three big Derby preps on April 10 to see if he's classic material.