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In years when the Breeders' Cup is held at Churchill Downs, the Stephen Foster has it's importance and relevance turned up a notch or two. A win over the Classic surface at Churchill, especially if done impressively, would move the winner up the older horse rankings, as it did for Blame in 2010 following a 3/4 length win over Battle Plan.
A quick glance of the entries and past performances of this year's Stephen Foster paints a stark picture of the state of the older horse division in 2011 as compared to 2011. This year's field is woefully short on Grade 1 winners, with Giant Oak (G1-Donn Hcp. on 2/5/11) the only horse in the field to win at racing's highest level, although Crown of Thorns finished 2nd in four straight Grade 1s last year (Ancient Title, BC Sprint, Pat O'Brien, Goodwood). However, Crown of Thorns has yet to prove himself over a dirt surface, finishing 7th in his only try.
Below are the entries and post positions for the Grade 1 Stephen Foster Handicap.
| PP | Horse | Jockey | Trainer | Odds |
| 1 | Flat Out | C. Lanerie | C. Dickey | 30/1 |
| 2 | Crown of Thorns | T. Baze | R. Mandella | 4/1 |
| 3 | Apart | J. Leparoux | A. Stall, Jr. | 5/1 |
| 4 | Wordly | M. Cruz | P. McGee | 30/1 |
| 5 | El Caballo | J. Graham | R. Nicks | 15/1 |
| 6 | Regal Ransom | A. Garcia | S. bin Suroor | 6/1 |
| 7 | Equestrio | J. Lezcano | N. Zito | 12/1 |
| 8 | Pool Play | M. Mena | M. Casse | 20/1 |
| 9 | Duke of Mischief | J. Bravo | D. Fawkes | 6/1 |
| 10 | Giant Oak | S. Bridmohan | C. Block | 7/2 |
| 11 | Mission Impazible | J. Castellano | T. Pletcher | 9/2 |
There are several other graded stakes races on Saturday's Churchill Downs card, including:
- The G3-Jefferson Cup (3yo, 8.5f, turf) draws a field of eight, led by Banned, the impressive winner of the G2-American Turf on the Kentucky Oaks undercard.
- The G3-Matt Winn Stakes (3yo, 8.5f, dirt) also drew a field of eight, most of which are allowance class horses looking to breakthrough at the graded level for the first time. Joe Vann, winner of the G2-Illinois Derby, will make his first start since finishing fourth in the G2-Peter Pan at Belmont on May 14th.
- The G3-Regret (3yo fillies, 9.0f, turf) will feature the return of Kathmanblu to the lawn after disappointing races in the G1-Ashland and the G1-Kentucky Oaks. Kathmanblu has shown an ability to run well on multiple surfaces but she's appears to be a notch or two better on turf. The Regret is a chance for her to get back on track after a spring that didn't live up to expectations.
If Kathmanblu isn't up to the task, Diva Ash may be the one to beat. A three-year-old daughter of Tapit out of a Boundary mare (Positioning), Diva Ash scored a nice wire-to-wire win at Churchill in the listed Edgewood Stakes on the Oaks day undercard. There is not a lot of speed in the Regret which sets things up perfectly for this front-running filly.