I'll Have Another won the 138th running of the Kentucky Derby, surging past Bodemeister in the final straight to claim the first jewel in US flat racing's Triple Crown.
Trained by Doug O'Neill, Santa Anita Derby-winner I'll Have Another on Saturday gave Mexican jockey Mario Gutierrez a victory on his first Kentucky Derby mount.
Bodemeister, trained by Bob Baffert, led as they turned for home, but showed the wear of the blistering pace he'd set under jockey Mike Smith.
I'll Have Another stormed past in the final furlong to win by 1 1/2 lengths. Bodemeister held off a charging Dullahan for second place.
I'll Have Another, who broke from the 19th post in the full field of 20 horses, was in the middle of the pack as they approached the final turn.
Gutierrez worked his way through horses around the turn and took aim on Bodemeister.
"He's an amazing horse," the 25-year-old Gutierrez said. "I kept telling everybody, from the first time I met him, I knew he was the one. I knew he was good.
"I said in an interview, even if they allowed me to pick from the whole rest of the field, I would have stayed with him, 100 percent, no doubt about it."
Union Rags, sent off as the favorite, got squeezed at the start and finished seventh under Julien Leparoux.
Went the Day Well finished fourth, followed by Creative Cause and Liaison.
The Aidan O'Brien-trained Daddy Long Legs stuck with the pace early but faded and eventually came home last.
Bodemeister's dazzling 9 1/2-length win in the Arkansas Derby insured he came into the Kentucky Derby surrounded by plenty of buzz. He had been installed as the morning-line favorite after Wednesday's post position draw despite the fact that he wasn't raced as a two-year-old and had just four career starts.
While the speedy Trinniberg had been expected to set the pace, Smith took Bodemeister to the front and powered through the early stages at a sizzling pace.
Gutierrez kept I'll Have Another comfortably in mid-pack, leaving him plenty to make his late charge.
The 1 1/4-mile Kentucky Derby is the first races in the Triple Crown, which also includes the Preakness and Belmont Stakes.
The last horse to complete the coveted treble was Affirmed in 1978, and O'Neill made it clear that I'll Have Another will go for the second leg at the Preakness on May 19 when he crowed: "Maryland, here we come, baby!"