LOUISVILLE, Ky. - The last race of Smarty Jones' brilliant career was on June 5, 2004. Exactly 21 days later, 2-year-old Afleet Alex made his debut.

The two "Philly" horses dominated 3-year-old racing in 2004 and 2005, winning a Kentucky Derby, the Preakness 2 straight years, a Belmont Stakes and consecutive runnings of the Arkansas Derby. Smarty won eight of nine races and earned $7,613,155 (remember that $5 million Arkansas Derby-Kentucky Derby bonus). Alex won eight of 12 starts and $2,765,800.

In Saturday's Kentucky Derby, the auxiliary starting gate will include No. 17 Dublin, a son of Afleet Alex. In the next stall, No. 18 will be Backtalk, a son of Smarty Jones.

The two great colts never raced against one another, so their sons will have to do it for them. Dublin is the more accomplished, having won Saratoga's Hopeful Stakes, a race Alex won in 2004. Backtalk was in last summer's Hopeful, but finished fourth, 4 lengths behind Dublin.

Dublin, third in this year's Arkansas Derby, is 12-1 on the morning line. Backtalk won the first three starts of his career and looked like the real thing. But he really hasn't progressed as a 3-year-old. He is listed at 50-1.

Dublin and Backtalk were both purchased at the 2008 Keeneland Yearling Sale. Dublin went for $525,000, Backtalk for $250,000.

Hall of Famer D. Wayne Lukas, a four-time Derby winner, trains Backtalk. He looked at 3,000 foals the year he bought Dublin. He said he would have gone to $1.5 million if necessary.

"He was my No. 1 pick," Lukas said. "He just fits everything for me."

Lukas bids on a horse's confirmation. Bloodlines are secondary. The colt just happened to be a son of Afleet Alex.

"He was a solid, solid racehorse," Lukas said.

As a sire?

"I have no feel for that," Lukas said. "This is his best offspring so far, but he's getting runners."

Dublin finished 3 lengths behind likely Derby favorite Lookin At Lucky in the Rebel Stakes. The colt got a bizarre ride from Corey Nakatani that day.

"Secretariat couldn't have won with that ride," Lukas said. "Moved him at the 5 1/2 [furlong] pole, seven-wide on the first turn, five or six wide on the far turn, made three moves, tried to run over a couple of horses. I told Nak not to put that in his highlight film for his grandchildren."

Backtalk is unbeaten in two starts at Churchill Downs. The colt had a pleasing style, coming from far back. The potential was clearly there. But Backtalk has stalled as a 3-year-old. He was a distant third in the Illinois Derby, 10 days after a crazy-fast workout.

"We know we have a good horse," said Backtalk's trainer, Tom Amoss. "The big question is: Do we have a good horse at a mile-and-a-quarter? I don't think we're the only ones asking that question of our own horse. When you look at Backtalk's record at 3, which is not as good as his record at 2 . . . "

Amoss was not involved in the bidding for Backtalk, but was a big fan of his sire.

"I picked Smarty Jones to win the Derby," said Amoss, who also works as a commentator on TVG, the horse-racing network. "He ran a gorgeous race . . . Smarty is a real refined kind of a looking horse. When Backtalk came to my barn, I was expecting to see a replica of Smarty Jones. We got more of an Affirmed-type look because he is a big horse and he's a chestnut.

"He's not at all what I imagined in my head. It's kind of like talking to somebody on the phone a bunch of times and then meeting them for the first time. They're never as you expect."

Amoss understands what Backtalk means to all those Smarty Jones fans out there.

"I know Backtalk really has been the color bearer for Smarty Jones to this point," Amoss said. "I totally get it."

This is Smarty's second crop of 3-year-olds, Alex's first.

Smarty has produced 107 starters and 61 winners, but just three stakes winners. His foals have earned $4 million. Backtalk is, by far, his best North American runner.

Alex has produced 87 starters and 31 winners, including four stakes winners. His foals have earned $2 million. Dublin has done the most.

There is very little patience in the breeding business, especially these days when the market has imploded. Neither Smarty nor Alex is very hot. In fact, Smarty's stud fee has dropped all the way to $10,000.

"I don't know what Saturday's going to be like," said Smarty's owner, Pat Chapman. "There's so much riding on this. The fans still love Smarty, but the breeders have been shying away from him. He needs a good showing in this Derby. He's got a lot of winners. He just doesn't have these important winners."

Chuck Zacney will be watching the Derby at the Oaks Turf Club. One of Afleet Alex' five owners, Zacney had a great Alex thrill last Saturday when Alex's son, 24-1 shot Afleet Again, won the Withers Stakes at Aqueduct. Zacney's Cash Is King Stable happens to own Afleet Again, so that was not a vicarious thrill.

"We're on cloud nine after last Saturday's win," Zacney said. "Now we get to watch Dublin, a horse that we've been following since last year at Saratoga. We all had a big score in his maiden win."

Dublin was 8-1 that day. That was just a maiden race. This is the Kentucky Derby, a race Smarty Jones won in 2004, a race Afleet Alex missed winning by a length in 2005. Smarty was the favorite. Alex was the second choice. Their sons will be nowhere near favorites, but they will be in the starting gate, side by side, Philadelphia's vicarious rooting interests.