Bruce Brantley will preside over the brave new Kentucky Derby and Kentucky Oaks of the post-Sept. 11 world, where spectators no longer can bring coolers, backpacks, soft drink cans or sunscreen bottles into Churchill Downs.

"Everything you've known in the past about the Derby is gone," said Brantley, head of Brantley Services, the 72-year-old, family-owned Louisville security and events-management company. "This goes from the 21-year-olds just wanting to get drunk and have fun in the infield all the way to people in the Skye Terrace who come in and bring the professionally done pretty lunchboxes - that's all gone."

Vendors will sell the banned items from inside the track, including the infield.

Brantley's company has provided events-management services to Churchill Downs since 1956, meaning that during the Derby and Oaks the company has several hundred ushers, ticket takers and security personnel on the grounds. About 100 of Brantley's unarmed security guards will augment the unprecedented security involving local, state and federal law-enforcement agencies and the National Guard.

Brantley's role amid such heightened responsibility marks a turning point for his company, though not the first. He virtually reinvented the company about 10 years ago.

Bruce's father, B. K. "Red" Brantley, founded the company in 1930 to manage events for entertainment venues as well as business and trade expositions. The elder Brantley died unexpectedly in 1970, thrusting his then-21-year-old son into a traumatic succession.

"I was going to be a famous rock 'n' roll singer," Bruce Brantley said. He left the University of Louisville to take things over and "got my brains kicked in for four or five years" before developing an understanding of the business and credibility.

"It's hard to walk into somebody's office when you are 21 years old and say, 'Hey, I'm going to do you a good job; trust me to handle your needs.' They look at you like you've got flies in your teeth. They don't trust you," Brantley said. "Once you've got some years on you, then they realize that you will do what you say you were going to do and you are credible."

"I looked up one day, and we had 85 percent of the (events-management) business in Louisville," Brantley said. "It's the worst position you can be in. You're capped. Where do you go? We looked around and wanted to find something on the periphery of our business. We said, 'Where's our growth?' Do we go to other cities or find something else?"

The company had always subcontracted security guards.

"They were just incredibly deficient," Brantley said. "So we thought, what if . . . somebody really tried to do it right? Put a good-looking uniform on them that really looked professional, down to the shoes? What if we went to Fort Knox and tried to target ex-military people, and what if we paid benefits and tried to make it like a real job, and what if we paid more than everybody else and did a better job of training?"

There was the niche.

Brantley's son-in-law and vice president, Jeremy Curran, said he sold $2 million worth of security business the first year, in what was essentially a start-up business within the company.

"If 10 people come in (as job applicants), we'll hire two of them," Curran said. The rejected applicants, he said, may have something in their background or something in their work history, or they could be looking for more money.

When Brantley began offering security services in 1993, he gave up half of his events-management business.

"I just said we weren't going to do it," Brantley said. "All the wrestling matches, rock concerts, all the low pay, high-liability fist-fight twice-a-week stuff. We just completely changed gears."

Today, he counts Aegon, UPS and Kindred Healthcare among his security clients. In the past three years, he's also expanded his business into Nashville, Cincinnati and Columbus, Ohio.

This May 3 and 4, Brantley will oversee 700 employees, the vast majority hired just for the two days of the showcase races at Churchill Downs, the Friday Oaks and Saturday Derby.

They are put through an extensive training program, capped two weeks before those events by a full dress rehearsal at Churchill Downs where everyone comes in uniform.

"Bruce does a really in-depth orientation, so that his people really get to know this facility, the procedures, the rules," said David Sweazy, Churchill Downs' vice president of operations. "The Derby, there's 10,000 moving parts to it and you've got one shot. Everything's got to be going on all cylinders to make it work. Bruce is doing a great job. His people are friendly, courteous; they look sharp; they present themselves well."

The two-day jobs often don't go smoothly.

Brantley said one challenge is finding employees who won't accept bribes to give patrons access to restricted areas. He said he knows some race fans have offered as much as $1,000 to crash Millionaire's Row.

"That's hard for, say, an ROTC student from Lexington to turn down,"he said, giving an example of the backgrounds his temporary employees may have. He concedes that "I'm sure, occasionally there are people that get through."

His employees, with no weapons to defend themselves at Churchill Downs or other job sites, also need to handle drunken and agitated troublemakers with aplomb.

"I just don't want a weapon to be in that mix," Brantley said. "It comes down to liability. I'm not comfortable. A police officer has a little over 2,000 hours of training to become a police officer. It would scare me to death to sleep at night and know that someone who works for us is walking around with a gun on."

While a small handful of his more specialized guards are armed, Brantley steers away customers looking for guards capable of using deadly force.

"If you need that, go ahead and pay the money and get an off-duty police officer," Brantley said.

His employees start at $8 an hour; after 90 days, they get a raise and qualify for the company's benefits package.

It's a start.

"Security and janitorial people are always considered bottom-rung people," Curran said. "When you walk into a security job, you don't expect to get benefits. Our vision is to make it a real job where people earn a livable wage and can afford, at least, housing, food, clothing and shelter.

"We're slowly getting there."

Curran added, "Obviously, we can't start on Day One and say, OK, all security guards make $25,000 a year. We wouldn't be competitive. But we keep inching salaries up to make it a normal corporate job."

Before Brantley can raise salaries, he has to maximize the company's performance - and make sure his clients notice. Every year, Brantley lays it out to his employees: " 'Fellas, look. Every year, we've got to go to the guys at UPS, Aegon Center, Kindred, to every one of our accounts, and try to negotiate a wage hike,"' Brantley tells them.

" 'Fellas, if at your facility, they're all smiles when they write the check and you're enthused about their well-being, it's an easy sell. If every time the boss walks in, you're staring out the window at the stars and seem like you might as well be at Frisch's, it becomes an impossible sell."'

Curran said Brantley Services' quality niche is getting a longer look after the Sept. 11 terrorist attacks.

"Before Sept. 11," he said, "people would look at three bids, and two-thirds of the people always flipped to the back page to see how much it costs.

"Now people are asking about our hiring process. They want to know how we do background checks and drug screening. Do we check city and county police reports or do we go beyond that and check national? I think people are looking at more of the quality. They're not being as stingy as before."

The quality of applicants also is improving, Brantley said, "but that's related to the economy, not Sept. 11."

"We have a saying around here: 'Hire for personality and train for skills,"' Curran said. "There are people who want to be engaged in the security business that have no business ever having any authority whatsoever over anybody."

As the third generation of the family business, Curran, 31, is being groomed as Brantley's eventual successor.

"I started when I was 15," Curran said. "A neighbor lady who worked here said, 'We're hiring for the state fair; you wanna work?' I said, 'Yeah, I'm just playing in the street. I don't have nothing to do."'

His first day of work found him directing traffic in a four-way intersection.

"I sat there and got honked at loud enough and screamed at that I figured out how to direct traffic,"

Curran said. "It's hard to take a passion to a business, but I took a passion to the business of just doing events." Curran has grown with the business.

"Jeremy came to us when he was 15, worked for us for three or four years, and I instantly recognized that he was just an incredible young man," Brantley said. "I put him through U of L, made him promise me to make nothing less than a B. He worked for me while he was at U of L, and after he got out he owed me two years.

"He did all that, and he fell in love with the business, and then he fell in love with my daughter. Now I've got two grandkids, a fantastic son-in-law and some succession."

Though he's de-emphasized the events business, Brantley said he'll always have a certain fondness for events management -- which the Oaks and Derby are sure to rekindle.

"The event business gets your adrenaline flowing," Brantley said. "Every rock concert that came to town, you're working on the barricades and you've got 5,000 people pounding. It's stimulating for a young guy. . . . I just outgrew it."

Nudging toward his son-in-law, Brantley adds, "He's still got a little of it in him."