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In the end, it unfolded as one of the woolliest, most memorable
finishes in the 122-year history of the Kentucky Derby. In the
end, for the first time in 37 years--since Tomy Lee whipped
Sword Dancer by the flare of a nostril in 1959--the Derby was a
tub-thumper with a result too close to call. In the end, as they
rushed under the line together at Churchill Downs, Jerry Bailey,
outside on Grindstone, and Chris McCarron, rail-riding on
Cavonnier, stood in the irons and glanced over at each other.

"Who won it?" Bailey yelled.

"I think you did," said McCarron.

Up in the box seats, as the two horses galloped out to the
clubhouse turn, the trainer of Cavonnier, Bob Baffert, was
smiling as he appeared to be accepting congratulations from
those around him. Moments later, down on the racetrack, a
grim-faced D. Wayne Lukas, the trainer of Grindstone, was waving
off the jubilant cries of "We did it!" from among his army of
stablehands. "I don't know," he kept saying. "It was right on
the wire!"

After an agonizing 4 1/2-minute wait, while the placing judges
awaited the photo of the finish, the whole of the Downs erupted
as Grindstone's number was flashed in first place. He had won
the mile-and-a-quarter classic by about four inches. The
pandemonium that descended around Lukas was as much a tribute to
him as it was a celebration of the horse. There is a Kentucky
Derby winner every year, of course, but what Lukas had just
pulled off was unprecedented.

Lukas had saddled his second straight Derby winner and his sixth
consecutive winner of a Triple Crown race, a historic sweep that
may never be surpassed--unless, that is, the 60-year-old Lukas
comes back to win the Preakness on May 18. Grindstone's victory
came two years after Lukas's Tabasco Cat won the Preakness and
the Belmont Stakes and a year after his Thunder Gulch won the
Kentucky Derby and Belmont, with a Preakness victory by his
Timber Country sandwiched in between.

In clinching this Derby, Lukas got a superlative assist from
Bailey, who chose Saturday afternoon to convene a clinic on how
to ride a horse through and around a shifting herd of 18 other
colts. Just 5 1/2 weeks after steering the mighty Cigar to
victory in the $4 million Dubai World Cup, the horse's 14th
consecutive triumph under Bailey, the 38-year-old rider turned
in the performance of a lifetime, an exquisite display of skill,
patience and finesse that left him on this day at the pinnacle
of his profession. "An absolutely textbook ride," said Lukas.
"Jerry Bailey needs to put that in his highlight film and show
it to his grandchildren. You don't ride a racehorse any better
than he rode this one."

The triumph was even sweeter for Lukas because Grindstone
belongs to W.T. Young, the 77-year-old owner-breeder who stuck
by Lukas through his personal and financial travails of three
years ago--that 31-month period when Lukas failed to win a single
Grade I stake and came perilously close to bankruptcy, and those
trying weeks in December 1993 when Wayne's son Jeff nearly died
of head injuries he sustained when Tabasco Cat, one of Young's
horses, trampled him at Santa Anita. "Mr. Young quietly let me
weather the storms," Lukas says. "This Derby was the high point
of my training career: I was able to stand in that box with him
when he won."

In fact, Young had quite as much to do with the outcome of this
year's race as did Lukas and Bailey. Four years ago the estate
of Frances Genter decided to donate a breeding right to one of
its stallions, Unbridled, to the Kentucky Derby Museum, which
would then sell it to raise money. (Genter was the diminutive
90-year-old lady into whose ear trainer Carl Nafzgar called the
running of the 1990 Derby, which Unbridled won.) The estate
stipulated that the breeding right sell for no less than
$30,000--about twice what it was worth on the market at the
time. In what Young now calls "a moment of inspiration," he
agreed to pay the $30,000, and in the spring of '92 he sent one
of his broodmares, Buzz My Bell, to the stallion's court. The
foal of that mating, Unbridled's first offspring, was a dark bay
that Young named Grindstone. "A beautiful colt," recalls Young.
"Perhaps the best-looking yearling we had that year."

He grew into a well-built, attractive horse who showed early
flashes of speed. On June 11, 1995, at Belmont Park, he broke
his maiden in his first start, winning by five lengths, and
three weeks later ran credibly in the Bashford Manor Stakes at
Churchill Downs, finishing fourth but beaten by only a length
and a quarter. That ended his 2-year-old campaign. "We did
arthroscopic surgery on his knee," Lukas says. "Then we brought
him back slowly this spring." Indeed, after Grindstone ran
second in his first start of 1996, at Santa Anita, Lukas
dispatched him from California to Louisiana under the care of
son Jeff. He promptly won the March 17 Louisiana Derby by 3 1/2
lengths and came back a month later to finish second in the
Arkansas Derby, beaten by just a neck. Jeff and Wayne agreed:
Grindstone was ready for the Kentucky Derby.

Lukas is obviously obsessed with winning the Derby. In the 15
years between 1981 and '95, he started 26 horses in the race and
won it twice. This year he entered five horses, a record for a
trainer, which gave him more than a quarter of the field. The
Derby is supposed to show who has the most horse, not the most
horses, and Lukas's efforts to stack the deck elicited snickers
among students of his monomania. "Championships are won with
depth in every sport," he said last Friday. "These colts don't
compromise each other's chances. We're realistic about winning
number six. We know statistically it's not supposed to happen.
But we thought that about number five, too."

In the days before the Derby, Lukas's chances began looking
better as those of the favorite, Unbridled's Song (another son
of Unbridled), began to flag. Unbridled's Song suffered a
painful crack in the hoof wall of his left front foot while
winning the Wood Memorial on April 13, and over the next three
weeks, as his handlers fiddled with ways to keep him sound and
in training, he went through more shoes than Imelda Marcos, from
standard bar shoes to Z-shaped bar shoes to, finally, egg-shaped
bar shoes--all of which are designed to keep the sore hoof from
making contact with the ground. Unbridled Song's chances
appeared further compromised when, after missing a day of
training early last week, he drew the far outside post, number
20--later reduced to 19 when a horse scratched--from which he
would have to hustle for position before the first turn. His
prospects looked even grimmer in the post parade when, during
the playing of My Old Kentucky Home, he tried to climb over his
lead pony.

All of which made his performance even more extraordinary. Out
of the gate, as the Lukas-trained Honor and Glory gunned into
the lead, the fluidly moving Song, under Mike Smith, got clear
of inside horses and came over to save ground on the first turn.
Sixteen lengths behind him, Bailey saw an opening on the rail
and let Grindstone drift into it. "I had him positioned so he
wouldn't get jostled," Bailey said afterward. "I took as little
energy out of him as I could."

Down the backstretch Smith had an armful of horse, and
Unbridled's Song moved to the leaders with long, powerful
strides. Just off the rail Bailey, laying 15th, saw the herd
moving ahead of him--"It looked like there were 100 horses in
front of me," he said--and spotted a stablemate, Prince of
Thieves, under Pat Day. He decided to follow him into the far
turn, thinking Day might escort him through the traffic. Up
front Honor and Glory was baking himself dry through six
furlongs in 1:10, the third-fastest three-quarter-mile split in
Derby history, when Smith let the Song out a tad and charged
into the lead. A roar went up.

Meanwhile, Bailey was picking and weaving through traffic,
turning first inside, then outside, as he made the bend.
Sweeping past horses into eighth place going into the turn,
Grindstone was eight lengths behind Unbridled's Song, who led
the field by two. But in the final turn, the Song went wide as
he began to slide on the smooth-bottomed bar shoes. "As soon as
I put him under extreme pressure, he began slipping and
bobbling," Smith would say later.

At the top of the straight, in what would prove to be the
pivotal move of the race, Bailey swung Grindstone outside
Unbridled's Song and Cavonnier, who flinched slightly when he
was accidentally struck in the face by the whip of Craig Perret,
aboard Halo Sunshine. The fraction of a second lost may have
been the gelding's undoing. While Bailey strapped Grindstone
lefthanded--"It was like he went into another gear," he
says--the struggling Song faded deep in the stretch, and
Cavonnier bounded away to daylight, looking like a winner until
Grindstone came closing on the outside.

Most Derbys are settled by the eighth pole, but not this one.
Grindstone closed to within a half a length, a neck, a head. A
jump from the finish, they were nose and nose. They swept past
the finish like a team in harness.

But the photo showed that Bailey had won his second Derby, three
years after hustling Sea Hero to victory. Young, fulfilling a
cherished dream, had won his first. And Lukas had written some
history of his own. Now he bristled at those who criticized the
way he plays the game, those who prefer an old-fashioned
horseman to a driven businessman. "I don't know why I have to
wake up every morning and defend myself in these situations," he
says. "I'm trying to do a job. I do it with my style and my
flair. I think I would be less of a person if I did it any other
way. I can't be Ben Jones. I can't be Woody Stephens. I have to
be me."

That, on Saturday, was quite enough.

COLOR PHOTO: TOM LYNNGrindstone and Bailey (green hat) were a well-positioned eighth going into the final turn. [Jerry Bailey riding horse Grindstone in Kentucky Derby]

TWO COLOR PHOTOS: BILL FRAKES Grindstone (fifth from rear) went from an isolated 15th on the first turn to the far outside in a winning stretch run. [Overhead view of horses and riders in Kentucky Derby; Jerry Bailey atop Grindstone gaining lead as horses approach finish line]

COLOR PHOTO: AFP PHOTO/CHRIS WILKINSThe nose of Grindstone was all that separated him from Cavonnier.