Prince Of Penzance did so much wrong at Flemington on Saturday that his Group One-winning jockey suggested he had no right to still win.

The Darren Weir-trained three-year-old set up a possible Queensland Derby tilt when he powered home to win the Flemington Green Fields Handicap (2000m), despite over-racing and throwing his head in the air for the majority of the race while back in the field.

"That just shows what a serious horse he is," rider Michelle Payne said.

"Not many horses can pull like that and throw their head in the air and still attack the line the way he did.

"I think he's got a really bright future and I hope I can stick with him."

Weir needs to decide whether to press on to the Group One Queensland Derby (2400m) next month and Saturday's performance from Prince Of Penzance threw up reasons for and against a trip north.

"He couldn't do that in a Queensland Derby and expect to run well," Weir said of the gelding's over-racing.

"Has he had enough? I'm not sure. They are the things we're going to have to work out in the next week or so."

Both Weir and Payne are confident the son of Pentire has the talent to make his presence felt in the Derby if his race craft improves.

"He's got to learn to settle, but if he does then it would be right up his alley," Payne said.

Prince Of Penzance ($4.40) chased down Saint Or Sinner ($31) to win by a short head with Backstedt ($11) two lengths away third.

AAP TURF