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One year after trainer Bob Baffert watched his horse Cavonnier lose to Grindstone by a nose, gray Silver Charm put the white-haired Baffert into the Derby winner's circle Saturday at Churchill Downs by holding off a late charge by the favorite, Captain Bodgit.

For a heart-stopping moment, the 44-year-old Baffert thought it was going to be 1996 all over again.

GARY STEVENS PUT SILVER CHARM into the lead with an eighth of a mile to go, but Captain Bodgit was charging up on the outside and it appeared for a moment that he would blast by Silver Charm.

"When they came down the stretch, I thought, Here it comes again. It can't happen again,"' Baffert said.

Silver Charm wouldn't let it happen, keeping his gray head in front at the wire.

"In the Kentucky Derby, you don't know who is coming," said Stevens, who won his third Derby three days after being elected to racing's Hall of Fame. "All you know is that they are coming. I thought about Bob and deja vu."

Silver Charm was in striking position from the start.

"You dream of how a race can set up, and so this was a dream trip," said Stevens, who was riding Silver Charm for the second time. He had first gotten on the colt for his second-place finish to Free House in the Santa Anita Derby on April 5.

"I have learned a lot about this colt since the Santa Anita Derby," Stevens said. "He lost the battle in the Santa Anita Derby but we came back and won the war today. He wouldn't even have blown out a match. That's how fit he was."

YOU COULD PROBABLY, HOWEVER, have knocked Baffert over with a feather.

"I saw Captain Bodgit coming and I said, 'Please Lord. Don't do it to me again."'

Baffert had called Cavonnier's defeat last year "the toughest loss I'll ever have in my life. It was like losing a national title at the buzzer."

Now Baffert probably will never have a bigger victory.

"When they hit the wire, my whole body was numb. I'll probably never experience that again unless I win the Kentucky Derby again," he said.

When Silver Charm crossed the finish line, Baffert's arms shot into the air and he waved his program, then turned and hugged 72-year-old Bob Lewis, who with his wife, Beverly, owns Silver Charm.

CAPTAIN BODGIT, WHO WENT OFF at 3-1, became the 18th consecutive beaten favorite. The last betting choice to win the Derby was also a gray, Spectacular Bid in 1979.

Silver Charm's triumph came before 141,981, the fourth-largest in the 123-year history of the Derby. It also came on a cloudy, 50-degree day, the second-coldest since 1940. The coldest Derby in that span was in 1957, when it was 47 degrees for Iron Liege's victory.

Silver Charm completed the 1\ miles on a fast track in 2:02 2-5 under scale weight of 126 pounds and paid $10, $4.80 and $4.20. Captain Bodgit, who races with bulging tendon in his left foreleg which obviously doesn't bother him, carried Alex Solis home 31/2 lengths in front of Free House and paid $4.80 and $3.80.

Free House, who had beaten Silver Charm in two previous meetings, was ridden by David Flores and returned $5.80.

Pulpit, trying to become only the second Derby winner not to have raced as a 2-year-old, finished fourth in the 13-horse field. The only horse not to have raced at 2 and won the Derby was Apollo in 1882.

PULPIT, RIDDEN BY SHANE SELLERS, led the field around the clubhouse turn, down the backstretch and into the final turn before surrendering the lead to Free House with a quarter-mile remaining.

At the quarter pole, Silver Charm was third, a half-length behind Pulpit, while Captain Bodgit was fifth, 31/2 lengths off the lead. Then Stevens, who won the Derby on the filly Winning Colors in 1988 and with Thunder Gulch two years ago, sent Silver Charm into the lead at the eighth pole and on to victory, which was uncertain until the final strides.

"When they plant me six feet under," Lewis said, "I want my tombstone to say `Loving husband, adoring father, and winner of the 123rd Kentucky Derby.' And if I have to come back to check it, I will."

For his second victory in four starts this year, Silver Charm earned $700,000 from the $1 million purse and boosted his career earnings to $1,144,130.

COMPLETING THE ORDER OF finish after Pulpit were Crypto Star, Phantom on Tour, Jack Flash, Hello, Concerto, Celtic Warrior, Crimson Classic, Shammy Davis and Deeds Not Words.

Deeds Not Words, the winner of one of four career starts, was the most lightly raced horse in the field and trainer D. Wayne Lukas' 32nd starter in Lukas' 17th consecutive Derby. The trainer was severely criticized for entering the colt, who went off at 32-1, making him the second-longest shot of any of Lukas' Derby starters.

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