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ARCADIA, Calif. -- Flags of the United States as well as California fly atop the grandstand at Santa Anita, but on Saturday, after a shocking upset by 43-1 outsider I'll Have Another in the Grade 2, $200,000 Robert B. Lewis Stakes, the audible gasp in the stands was "Oh, Canada."

Jockey Mario Gutierrez, who had his previous best days at Hastings Park, and owner Paul Reddam, who first got hooked on racing when following Standardbreds in his native Windsor, Ontario, celebrated with trainer Doug O'Neill after I'll Have Another, by far the longest shot in the eight-horse field, turned the local 3-year-old division on its head.

I'll Have Another ($88.60) won by 2 3/4 lengths over Empire Way, who rallied on the rail for second. Groovin' Solo crossed the wire third, but he was disqualified to last for interference because Liaison, the 3-2 favorite, clipped his heels in midstretch, dislodging jockey Rafael Bejarano. Rousing Sermon was promoted to third.

Isn't He Clever, Sky Kingdom, and Chips All In crossed the wire, in that order.

Liaison never fell, and walked off the track under his own power. Bejarano rode in the next race.

On a fast main track, I'll Have Another completed 1 1/16 miles in 1:40.84. The win was the second in four starts for I'll Have Another, a colt by Flower Alley. He earned a first prize of $120,000 Saturday.

I'll Have Another was one of the top 2-year-olds on the West Coast into the early summer last year. He won his debut at Hollywood Park in July, then was second to the talented Creative Cause in the Best Pal at Del Mar. He then was sent to Saratoga, but floundered on a sloppy track in the Hopeful Stakes, finishing sixth of 10 while beaten by 19 lengths.

He had not run since, owing to sore shins, so the Lewis was his first race in nearly five months, and his first start around two turns. As a result, I'll Have Another floated up noticeably from what seemed a sensible morning line of 12-1.

"We thought he was a two-turn horse," Reddam said of choosing the Lewis over something easier, like a first-level allowance.

"He's always been an incredibly talented horse," O'Neill said. "We thought we'd take a chance. We thought he'd hit the board."

Isn't He Clever, starting from the rail, was sent to the lead, with I'll Have Another tracking him. I'll Have Another took over turning into the stretch, and never was threatened.

Behind him, though, several horses were vying for the minor placings. Liaison, who failed to quicken when asked at the quarter pole, was racing just behind and between Isn't He Clever and Groovin' Solo at midstretch when Groovin' Solo ducked to his left under jockey Victor Espinoza, causing Liaison to clip heels and toss Bejarano.

In the paddock before the race, Liaison had what appeared to be a pad affixed to the front of his left rear ankle, often a sign that a horse is striking himself with his front legs.

Empire Way also had a significant equipment change. He was racing without the front leg wraps he had worn in his first three races, and he ran very well, rallying up the rail to gain the place while avoiding the traffic at midstretch.

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