LOUISVILLE, Ky. — The cowboy and his horse beat them all.

Four Hall of Fame trainers. The ruler of Dubai. Two very sentimental favorites.

Trainer Bennie Woolley Jr. hitched Mine That Bird to the back of his pickup and drove to the Kentucky Derby from New Mexico. With an inspired ride on the rail from Calvin Borel, it all added up to one of the greatest upsets in 135 years of America's most famous horse race.

"Those cowboys," trainer Bob Baffert said, "they came with a good horse."

Mine That Bird went off at 50-1 odds yesterday, but that was only one measure of how little attention he garnered before pulling away in the stretch to score a 6 3/4-length victory at Churchill Downs, the second-biggest stunner in Derby history. The margin was the largest since Assault won by eight lengths in 1946.

"All I asked him was to lay the horse back and be patient, and he did that magically," Woolley said.

That should have been no surprise since Borel used the same rail-hugging ride to win the Derby two years ago with Street Sense.

"I learned by Street Sense being so patient with these 3-year-olds," Borel said. "They can only go so fast, so far. When I hollered at him, he just went on."

Pioneerof the Nile was second. Musket Man was another nose back in third.

Mine That Bird ran 1 1/4 miles on a sloppy track in 2:02.66 and paid $103.20 to win — second-largest payout in Derby history behind Donerail ($184.90) in 1913.

Most of the pre-race storylines belonged to high-profile trainers like Baffert, who was recently elected to the Hall of Fame and whose colt Pioneerof the Nile was making his debut on dirt after racing on synthetic surfaces out West.

But the cowboy in the dark glasses and big black hat outfoxed Baffert and the likes of Bill Mott (12th with Hold Me Back), Nick Zito (17th with Nowhere to Hide), and D. Wayne Lukas, last with Flying Private.

Woolley was no kinder to sentimental favorites Larry Jones and Tom McCarthy, two home-state trainers whose feel-good stories also dominated the headlines for most of the week.

Jones' horse, Friesan Fire, the 7-2 wagering favorite of 153,563 fans, was 18th in the 19-horse field. A year ago, Jones lost his filly Eight Belles, who ran a gallant second to Big Brown, then broke down after the finish line and had to be euthanized on the track.

Jones blamed Friesan Fire's poor showing on the muddy track and getting clipped on one of his legs out of the gate, drawing blood. The trainer said it may have jeopardized his chance of running in the May 16 Preakness.

Earlier, I Want Revenge became the first morning-line favorite to be scratched on Derby Day after inflammation was detected in the colt's left front ankle. The injury wasn't believed to be career-threatening but owner David Lanzman withdrew as a precaution.