The veteran son of With Approval will attempt to win the Louisville, a 1 3/8-mile turf event, for the third consecutive year. Silverfoot will also attempt to preserve a perfect record in four races under Churchill Downs' Twin Spires, a streak that includes three victories over the Matt Winn Turf Course.

The Louisville Handicap tops a special 11-race Memorial Day racing program at the historic Louisville track.

The race lost one of its major stars when trainer Helen Pitts decided to skip the race with Midnight Cry Racing's Einstein, winner of the Gulfstream Park Breeders' Cup (gr. IT).

Pitts said the Brazilian-bred son of 1985 Kentucky Derby (GI) winner Spend A Buck, who finished a good fourth to English Channel in the Woodford Reserve Turf Classic (gr. IT) on Derby Day, would instead get some rest on a farm before he launches a summer and fall campaign.

Silverfoot makes his bid for a third straight Louisville Handicap win off a solid third-place finish in the Elkhorn (gr. IIIT) at Keeneland. He closed strongly in the stretch under jockey Mark Guidry in that 1 ½-mile race, but lost by three-quarters of a length to Louisville rival Pellegrino. The race was his second start of the year and trainer Dallas Stewart hopes that it will his star up for a strong run on Memorial Day.

"He looks like he's on top of his game," said Stewart. "We thought last time in the Elkhorn that he might need the race. He ran well and tried hard, but he's doing better now - and he loves this track."

Guidry will be back aboard Silverfoot, who will carry 118 pounds and has been installed as the 2-1 favorite by Churchill Downs handicapper Mike Battaglia. He brings a career record of 8-1-2 in 19 races with earnings of $605,745 into the Louisville.

Gary Tanaka's Brazilian-bred Pellegrino ships in from Toronto's Woodbine for trainer Roger Attfield. The victory over Go Deputy and Silverfoot in the Elkhorn snapped a string of seven consecutive losses since a victory in the Hollywood Turf Cup (gr. IT) at Hollywood Park in December 2004.

Shaun Bridgmohan will ride Pellegrino, the 5-2 second choice who brings a career slate of 5-4-2 in 23 races and earnings of $412,705 into the Louisville.

Other contenders include Mansell Stable's multiple stakes winner Quest Star, the 122-pound high weight who is a recent addition to the stable of trainer Neil Howard, and Ken and Sarah Ramsey's homebred Nolan's Cat, third to Afleet Alex in the 2005 Belmont Stakes (gr. I).