Old Fashioned broke toward the front immediately and held the lead for a while, but Papa Clem took command just after the second turn in the 1 1/8-mile race. Old Fashioned fought back gamely along the rail but came up about a half-length short.
Old Fashioned was unbeaten before his first loss in the Rebel Stakes last month.
Papa Clem, with Rafael Bejarano aboard, won for the first time since December. The colt is trained by Gary Stute.