HOT SPRINGS, Ark. -- Shake You Down and Beau's Town will meet for the first time Thursday in the Grade 3, $150,000 Count Fleet Sprint Handicap at Oaklawn, but the circumstances are not ideal. Shake You Down is coming off a rare defeat while Beau's Town has not raced since October.

"You want to see them both at their peak, but you never know, they may fool us," said Dave Hulkewicz, who owns Beau's Town. "If Shake You Down and Beau's Town run their best, you've got a hell of a horse race."

In all, a field of seven will go in the six-furlong Count Fleet, including Skeet, a monster winner of two stakes at the meet; Aloha Bold, winner of the $60,000 Colonel Power at Fair Grounds; and Was My Case, who has progressed rapidly for owner Jeff Rand and trainer Terry Brennan.

The Count Fleet continues the Racing Festival of the South, during which at least one stakes a day will be run through the close of the meet on Saturday.

Shake You Down has developed into one of the top sprinters in the country since being claimed by trainer Scott Lake last year. He shipped in to prep for the Count Fleet last month and finished fifth to Skeet in the $50,000 Hot Springs on March 21. After the race, Shake You Down was found to have mucus in his air passages. He has since been treated, has scoped clean, and has remained at Oaklawn. "We're looking for a big race," said Lake.

Shake You Down lost a total of three training days for the Count Fleet, Lake said.

"We usually walk him four days after he runs, and we missed an added three days," he said. "He's a horse that keeps himself pretty fit. It's a little concern in the back of your mind, but it's not a big concern. You're also talking [of running] back in 18 days, so it's not the worst thing in the world."

Shake You Down will have a new rider in Ramon Dominguez.

Beau's Town has never been defeated at Oaklawn in five starts. He won the Count Fleet last year and with a win Thursday would become the second two-time winner of the race behind Dave's Friend (1983-84).

Beau's Town, a winner of 10 of 15 career starts, has been working well for his first race since finishing eighth in the Grade 3 Phoenix on Oct. 3. A bone chip was found in an ankle after that race, and it has since been removed. Before the Phoenix, Beau's Town won the Grade 2 Bing Crosby at Del Mar.