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A confluence of strange events brought horse and jockey together, and then Animal Kingdom surged past the leaders to win a wide-open Kentucky Derby

The Derby gives. The Derby takes. That is the soul of America's greatest horse race. One owner endorses the money spent to win roses while others bemoan the money wasted. One trainer praises the resilient thoroughbred who was first past the wire while others mourn the fragile horses who did not. One jockey stands tall, others curse defeat. It is a cruel spectacle, with joy for few and pain for many. Sometimes people feel them both.

So it was, near sunset last Saturday in Louisville, that trainer Graham Motion, an Englishman who moved to the U.S. at 16 and has spent his life in the sport, walked across a Churchill Downs courtyard both elated at victory and shaken at the path he took to achieve it. His 14-year-old daughter, Jane, was on one side and a police officer on the other as Motion stepped over discarded beer cans on the way from the winner's press conference to the winner's party. It had been a long week, with difficult decisions that even a Derby win couldn't erase. "Ultimately," he said, "I get caught up in the emotion of things."

Less than 60 minutes earlier, Animal Kingdom, a majestic 3-year-old colt, had won the 137th Kentucky Derby with a driving 2¾-length victory under jockey John Velazquez. A record crowd of 164,858 had sent Animal Kingdom off at long odds of 21--1 and unleashed its annual liquefied roar as he rushed past pacesetter Shackleford and closer Nehro in the final 1/16th of a mile.

It was an appropriate conclusion to a confounding Derby season that had left the race wide open. "A toss of the coin," said Steve Asmussen, trainer of runner-up Nehro, even after it was over. "It's one of those years when the best horses might not emerge until months from now." Animal Kingdom had run only four previous races, none on a dirt surface like the Derby's and each with a different rider. His victory was a product of Motion's skilled conditioning work and Velazquez's smart ride, at first patient—"I just tried to let him run freely," he said—then bravely aggressive as he darted between Santiva and Soldat in the the final turn before swinging outside in the stretch. Animal Kingdom now moves on to the Preakness on May 21 in Baltimore, the second step toward ending racing's 32-year Triple Crown drought and the first toward proving himself more than a Derby Day wonder. His win was the last twist in a weeklong series of dramas that sent ripples through the Derby field and its participants, altering the complexion of the race with each passing day.

On the Monday of race week, owner and breeder Dianne Cotter was traveling with her family from Gainesville, Fla., to Louisville to watch Cotter's 3-year-old colt, Toby's Corner. That horse, also trained by Motion, had won the April 9 Wood Memorial, a key Derby prep at New York's Aqueduct Racetrack, and loomed as a potential favorite in Kentucky after winter training that included, by weather-induced necessity, gallops in deep, powdery snow.

The Cotters had crossed into South Carolina when Diane's cellphone rang. It was Motion. "He said, 'We have a problem,'" recalls Cotter. Toby had worked on Sunday at the Fair Hill Training Center in Elkton, Md., and on Monday he'd shown lameness in his left rear leg. It was no better on Tuesday, and after a round of tests he was scratched. "It was heart-wrenching," says Cotter, who'd bred Toby's sire, Bellamy Road, the beaten favorite in the 2005 Run for the Roses.

"It was not a call you ever want to make," says Motion. He now had just one horse in the Derby, Animal Kingdom, perceived by oddsmakers to be the lesser of his entries.

Then, on a cool, windy Wednesday afternoon, veteran rider Robby Albarado, 37, who'd been named to ride Animal Kingdom, was thrown and stepped on during the post parade before a $10,000 maiden claiming race. He was taken to the hospital with a broken nose and cuts and bruises on his face, and he wouldn't ride in any other races on Wednesday, Thursday or Friday. Agents for jockeys began phoning Barry Irwin, head of Team Valor International, the partnership group that owns Animal Kingdom. "At least seven guys called us when Robby went down," says Irwin. "We told them to sit tight."

This was in part because another miniseries had been unfolding on the backstretch. Uncle Mo, the impressive winner of the Breeders' Cup juvenile race at Churchill Downs last November and the 2-year-old champion, had been struggling to sustain his form as a 3-year-old. After finishing third in the Wood Memorial, he was diagnosed with a gastrointestinal inflammation. Medication improved Mo's condition, but when he was weaned off the drugs during Derby week, he regressed. On Friday morning trainer Todd Pletcher and owner Mike Repole scratched him.

Uncle Mo's regular rider is Velazquez, 39, and the colt's illness extended a startling run of bad luck for the jock. Two years ago he was the regular rider on potential Derby favorite Quality Road, who was scratched five days before the race with a hoof injury. A year ago he was on presumptive heavy favorite Eskendereya, who was scratched six days before the Derby. Now again it appeared Velazquez would have no mount.

Except that Irwin and Motion were watching Albarado, and when he pulled out of Friday's races—including the $1 million Kentucky Oaks—Motion and Irwin discussed replacing him with Velazquez. "It wasn't a quick decision," says Motion. "Barry and I spoke several times on Friday morning. I wasn't comfortable with it. But we needed a healthy jockey, and Barry had a lot of people to answer to." Says Irwin, "I had to push Graham on it. I had to make a decision for my team. If he had ridden on Friday, we would have stuck with him."

Motion called Albarado on Friday morning at his home in Louisville. "Graham said they were going to make a change," Albarado recalls. "I took Friday off to get well for [Derby day], but I guess that backfired on me." Albarado not only returned to the track on Saturday but also rode 16--1 filly Sassy Image to victory in the Grade I Humana Distaff Stakes—with his left eye swollen nearly shut, discoloration over much of his face and two ugly cuts. As he walked to the jockeys' quarters one race after the Derby, he said, "It's going to take some time to get over this. Very disappointing. I lost the mount on the winner of the Kentucky Derby."

His loss was Velazquez's gain. "Graham called Friday morning to talk about it," said Velazquez. "Then he called when I was in the jocks' room and told me I had the mount." Albarado, who'd been the regular rider on two-time Horse of the Year Curlin (2007 and '08), sought out Velasquez. "I told Johnny, 'You're getting a nice horse.'" Although Albarado had raced Animal Kingdom just once, last October, he worked the horse at Churchill Downs a week before the Derby. After the race several jockeys approached him to express their condolences. "I felt worse for Robby than I felt good for Johnny," said veteran rider Garrett Gomez. "And Johnny is as respected as anybody in the room."

Most handicappers perceived Animal Kingdom to be a four-legged question mark. Bred by Team Valor, he had raced just twice as a 2-year-old, both times on synthetic surfaces. He had begun his 3-year-old season with a second-place finish in a one-mile turf race at Gulfstream Park and then won the $500,000 Spiral Stakes on the synthetic surface at Turfway Park on March 26. Irwin wanted to run him in the April 13 Blue Grass Stakes. Motion disagreed, and this time he prevailed.

Motion, 46, has earned his voice as a genuine horseman. His father was an international bloodstock agent and his mother an equestrian. Shortly after Motion graduated from the Kent School in Connecticut, he went to work for trainer Jonathan Sheppard in Pennsylvania. By 1993 he'd begun training on his own. In an industry fighting a reputation for illegal drug use, Motion has never had a horse test positive for a banned medication.

Eight days before the Derby, Motion stood outside his barn at Churchill Downs and said he was still waiting for one of his prospective Derby horses to prove himself capable. One day later, on April 30, Animal Kingdom did just that, working a quick and professional six furlongs, with Albarado up, over the main track at the Downs. "He got over the dirt very well," said Motion. "He's an impressive horse." Professional clockers at Churchill similarly took note of the colt's action.

Little more was required in such an uncertain year. Not only was Uncle Mo on the fence—when he scratched on the day before the race, rival trainer Eddie Kenneally, whose Santiva would finish sixth in the Derby, said, "Finally"—but Premier Pegasus, the best horse on the West Coast, had also been pulled off the Derby trail with an injury, as had promising East Coast 3-year-old To Honor and Serve. Irwin, 68, a Southern California native and former racing journalist, jumped in with his 19 partners, who each own between 2.5% and 20% of Animal Kingdom. (Such partnerships have become popular as an entry point for racing enthusiasts with modest means.)

The horse drew the number 16 post position. Velazquez, who is based in New York and had been 0 for 12 in the Derby (his best finish was second on 55--1 shot Invisible Ink in 2001), adroitly navigated the colt into a two-wide path in the crowded first turn. While the speed-loving Shackleford kept the lead through surprisingly slow fractions of 48.63 for the half mile and 1:13.40 for three quarters—the slowest six-furlong split in 64 years—Velazquez sat dead still on Animal Kingdom.

When the pace quickened through the turn, with Nehro applying pressure to Shackleford, Velazquez punched Animal Kingdom through a small hole. "That's where I asked him for the first time," said Velazquez. Once clear of Santiva and Soldat, Velazquez angled Animal Kingdom back outside for a clear run into history.

It's possible Albarado would have done as well, but Velazquez's ride was exemplary. Velazquez publicly promised to "take care" of Albarado, which implies paying him a piece of his 10% winner's share of $141,180. Velazquez is expected to remain in the saddle for the Preakness.

It's the second straight year that a trainer has won with his "second" horse; last year Pletcher won the Derby with Super Saver (and Calvin Borel) after Eskendereya was injured. "Maybe that's the new strategy," said Asmussen, joking. "Maybe that's the way to do it."

As Velazquez—Johnny V to the racing world—was interviewed on television postrace, his New York jocks' room valet, Tony Millan, 49, stood nearby holding Velazquez's racing helmet. Millan has known Velazquez for more than two decades and worked for him for the last six years. As he talked about Velazquez, he began to weep openly. "Johnny is the consummate gentleman," Millan said. "He rides the same way whether it's winter at Aqueduct or the Kentucky Derby. [After] what's happened in the last three years, the tables had to turn. God was shining down on us. Today was his day."

As night fell over Churchill Downs, Motion and Velazquez sat next to each other on a set of riser stairs in the Kentucky Derby Museum at a party in their honor. Days ago they were cooked. Motion's horse was lame; Velazquez's ride was sick. Then another horse got hot, and a fellow jockey got hurt. The Derby gives. Velazquez drained a bottle of water and embraced Motion. Music blared around them. The blanket of roses lay draped across a table nearby.



Photograph by BILL FRAKES

ROSE-COLORED Velazquez (red helmet) held Animal Kingdom back through much of the race, then took the 21--1 shot wide down the stretch for the victory.



HALE HORSE, HALE RIDER Velazquez only got the call on Friday after his mount took sick and Animal Kingdom's regular jock had a spill, but they'll stay together for the Preakness and a Triple Crown shot.



[See caption above]