Trainer Wendy Kelly gave only two words of advice to jockey Craig Newitt before he rode Bells Of Troy in the Hilton Nicholas Handicap at Flemington.

And they proved vital.

"All I told Craig was `don't panic'," Kelly said.

"If he had, I don't think we would have got there."

As it was Bells Of Troy ($13) only arrived in the last stride to score by a short head.

Kelly said she learned early in the mare's career that Bells Of Troy had to be ridden "cold" and brought with one run.

"If you ask her to do anything at all in the run she doesn't appreciate it," she said.

"You have to wait and wait. That's what Craig did today."

Bells Of Troy went into the 2000m race at a severe disadvantage on weights with the favourite Keep Cool who beat her by two lengths at their last start, but was four kilos better off.

"We were badly off on paper, but I thought we should have beaten Keep Cool last time."

Keep Cool ($3 fav) set a solid speed in front and appeared to have the race won when he kicked clear 400m out.

But as he shortened stride inside the 200m, Bells Of Troy and runner-up Shewan ($11) grabbed the lead together a couple of strides from the line as Keep Cool weakened to finish third.

Kelly will set Bells Of Troy for the Roy Higgins Quality (2600m) at Flemington on March 2 before resting the mare until the early spring.