BOSTON -- Include's trainer, Bud Delp, saw all that rain on his way into Boston and started checking on earlier flights out of town. Five minutes before he had to decide whether to scratch his horse from the 62nd Massachusetts Handicap, he still wasn't sure.

"I didn't get on the earlier flight, I didn't scratch him and I won the race," he said Saturday after Jerry Bailey rode Include to victory in the $500,000 MassCap at Suffolk Downs. "I was as serious as a dead heat. That's how serious I was about scratching him."

Bailey won a three-horse duel with Sir Bear and Broken Vow to win his fourth MassCap. He also rode Max's Pal to victory in the $150,000 James B. Moseley Breeders' Cup Handicap about an hour earlier -- an experience that convinced him the track was safe enough for Include.

"I didn't think there was a chance we would run the race," said Delp, who had until 45 minutes before post time to notify stewards if he intended to scratch his horse. "The decision was made after I talked to Jerry Bailey."

It rained heavily in the morning, but it had stopped by about 3:30 p.m. and the track gradually began to improve. In the early races, Bailey said, the horses on the inside were struggling to get out of the slop; Include would be leaving from post position No. 2 at 5:37.

"I knew the track was safe, but it wasn't a level playing field," Delp said. "Somebody said, 'Well, you've got the best jockey in America.' I said, 'Yeah, but he's not Houdini."'

But Bailey benefitted by an unexpected early move by Kentucky Derby winner Jorge Chavez, who took the lead aboard Sir Bear, a horse that typically likes to come from behind.

"The horse broke good," Chavez said. "I didn't want to hold him back."

The three money horses ran together in front for the entire 1 1-8 miles before Include pulled away down the homestretch to win by four lengths. None of the other four horses in the field threatened.

"I was patient on him," said Bailey, who also won the MassCap twice on Cigar (1995-96) and Skip Away ('98). "It helps to have great horses."

Include earned $5.40 to win and $2.80 to place. Sir Bear paid $3.20 to place, and all three horse paid $2.20 to show.

Include opened as the 7-5 favorite after Wednesday's draw, but because of the slop Broken Vow went off as an even-money favorite. Sir Bear was third choice at 5-2.

The purse was dropped from last year's high of $600,000 because of the track's financial struggles. Suffolk Downs chief operating officer Bob O'Malley said this could be the last year for the MassCap unless things turn around.

The race -- the biggest in New England -- drew a crowd of 15,373, off slightly compared to previous years because of the rain. The handle of $4,910,987 was similar to last year's.