INGLEWOOD, Calif. -- There were many ways to knock Early Pioneer before Sunday's $1 million Hollywood Gold Cup. An ex-claimer, Early Pioneer had never been the mile and a quarter distance, and had lost his last two starts in prep races.

	Early Pioneer and jockey Victor Espinoza overtook General Challenge to win the $1 million Gold Cup.

At 24-1, he was the longest shot in the Gold Cup - and in the end, the best. Racing wide throughout, Early Pioneer caught 7-5 favorite General Challenge in the final furlong to win the Gold Cup in 2:01.40 and become the biggest longshot to win Hollywood Park's richest race since 27-1 Marquetry pulled an upset in 1991.

It was the most prestigious win for the connections - owners David and Holly Wilson of Laguna Beach, Calif., trainer Vladimir Cerin and jockey Victor Espinoza, who leads the Hollywood Park standings.

Claimed for $62,500 in October 1998, Early Pioneer ($51) won the second stakes of his 31-race career in the Gold Cup, three months after he won the Grade 2 San Bernardino Handicap at Santa Anita.

"The distance was never a question," Cerin said. "After the San Bernardino, we decided this race would be our goal and we stuck to it. I didn't see a fast pace. If we were good enough, I thought we'd win."

Breaking from post 4 in the nine-horse field, Early Pioneer was never far from the lead, tracking pacesetter David, who set fractions of :23.16; :46.41 and :1:10.14. Racing off the rail on the backstretch, Espinoza guided Early Pioneer three-wide on the final turn, engaged General Challenge inside the eighth pole and won by a length.

"As they were coming down the lane, I knew we'd win," David Wilson said. "It was like it was planned, just like Vladimir drew it up in the paddock."

General Challenge, who was making his first start since finishing third in the San Bernardino Handicap, and subsequently undergoing surgery to correct a breathing problem, led by a half-length in the stretch, but tired to finish second, 1 1-2 lengths ahead of David.

"You can work him all you want but it's not like a race," said Bob Baffert, General Challenge's trainer. "At least, he showed up. He looked like a winner turning for home."

Out of Mind, who beat Early Pioneer by a half-length in the Grade 2 Mervyn LeRoy Handicap May 13, finished fourth, followed by Cat Thief, Blueprint, Chester House, Big Ten and Pleasant Breeze.