Thousand Words led throughout the Shared Belief Stakes at Del Mar on Saturday to record a 9-1 upset over 1-5 Honor A.P. in a prep for the Kentucky Derby.

Thousand Words ran 1 1-16 miles in 1:43.85, winning by three-quarters of a length over Honor A. P., who finished a half-length in front of Cezanne. Kiss Today Goodbye finished fourth, beaten 1 1-2 lengths in the field of four.

Uncle Chuck and Anneau d'Or were withdrawn early Saturday.

Ridden by Abel Cedillo, Thousand Words set fractions of 23.89 seconds for the opening quarter-mile and 47.93 for a half-mile, closely tracked by 5-2 Cezanne and Honor A.P.

Turning into the stretch, Thousand Words led on the inside and was challenged by Cezanne, who could not get to the leader. Honor A. P., ridden by Mike Smith, was urged through the stretch and passed Cezanne for second in the final strides.

Thousand Words is trained by Bob Baffert for Albaugh Family Stables and Spendthrift Farms. A colt by Pioneer ofthe Nile, Thousand Words ($20.40) has won 4 of 7 starts. He won the Grade 2 Los Alamitos Futurity in his stakes debut last December and his 3-year-old debut in the Grade 3 Robert Lewis Stakes at Santa Anita in February.

The Shared Belief Stakes was the second start of the summer for Thousand Words, who was second to Uncle Chuck in the Grade 3 Los Alamitos Derby on July 4.