INGLEWOOD, CALIF. -- Of all the horses in the Breeders' Cup, Skywalker is surely the happiest. In the last year he has become a multimillionaire and he has become one of the rare thoroughbreds who has been retired to stud, fulfilled his duties and then returned to competition successfully. If the 5-year-old wins on Saturday at Hollywood Park, he will gain an even rarer distinction. He will be the first horse to win the world's richest race, the $3 million Breeders' Cup Classic, twice.

At this time last year, the modestly bred Skywalker had relatively few claims to fame. He had been a decent campaigner in California stakes competition, although he seemed overmatched by stars like Turkoman and Precisionist in the Classic. But with the aid of a speed-favoring strip at Santa Anita and a flawless ride by Laffit Pincay Jr., he pulled off a stunning upset.

Trainer Michael Whittingham thought that triumph was only the beginning of great things for Skywalker. "He looked as if he was just ready to roll," said the son of Hall of Famer Charlie Whittingham. Instead, the Classic turned out to be Skywalker's last stakes victory.

Skywalker was injured in a race in February, and the syndicate that owns him decided to send him to stud -- with the proviso that he might race again. His fee was set at $30,000. Although the breeding season was already under way, he had time to mate with 35 mares and got 28 of them in foal.

Skywalker illustrates the changing economics of the racing and breeding business. A few years ago, even horses of moderate talent were being retired hastily because they could make so much more money at stud than on the track. Now, with many races offering seven-figure purses and with the breeding industry in a mild depression, the pendulum has swung the other way.

The small fracture in Skywalker's left leg had healed, and he looked good galloping on the farm in midsummer, so the syndicate members decided to put him back into serious training. The popular wisdom is that horses lose their interest in competition after they've been introduced to the pleasures of the flesh, but Whittingham thinks that is a myth. He had had another old campaigner named Truce Maker who made the transition with no difficulty whatsoever.

"Skywalker is a smart horse," the trainer said. "From the day we put him back on the track, he wanted to run." Whittingham was more worried about the limited training time. Skywalker came back to the track on Sept. 25, and with the Breeders' Cup on Nov. 21 he wasn't going to get the ideal amount of preparation for such a tough race.

Skywalker made an impressive return to competition by winning a seven-furlong race at Santa Anita in 1:21 4/5 on a sloppy track, then lost a 1 1/8-mile stakes by less than two lengths to Ferdinand, the probable favorite for the Classic. "He got very tired in that race," Whittingham said. "I would like to have had more time to prepare for the Breeders' Cup, and on paper you'd have to figure we're giving away something in terms of condition. But it could turn out that the last race was what he needed to get fit, and that he's going to hit his peak for the Breeders' Cup. It's not a scientific game."

Skywalker will have to be at his peak to beat a field that includes the last two winners of the Kentucky Derby, Alysheba and Ferdinand, as well as the brilliant Canadian speedster Afleet. They all have a lot more seasoning than Skywalker. But Skywalker could point out that he has some experience that the others don't have.