LEXINGTON, Ky. — Stately Victor stunned the field Saturday at the $750,000 Blue Grass Stakes, surging to the front in the stretch then pulling away to beat Paddy O'Prado by 4¼ lengths and secure an unlikely spot in next month's Kentucky Derby.

The 3-year-old bay colt went off at 40-1 odds, the longest shot in the nine-horse field filled with Derby hopefuls. He didn't look like an underdog as he recovered from a slow start to win the 1 1-8 mile race over Polytrack at Keeneland and collect the $450,000 winner's check.

Stately Victor was a late add to the field for trainer Mike Maker, but hardly raced like an afterthought as he roared by his more accomplished competition. He paid $82.20, $30.40 and $12.80, the largest winning payoff in the 86 editions of the Blue Grass.

Paddy O'Prado and jockey Kent Desormeaux appeared to have things under control in the stretch before fading late and paid $6.00 and $4.40. First Dude, with Ramon Dominguez up, paid $6.40 to show.

The race was supposed to be the last shot for Derby prospects like Interactif, Tampa Bay Derby winner Odysseus and Pleasant Prince to earn enough money to assure themselves a spot in the Run for the Roses.

While Interactif is almost guaranteed a spot in the Derby based on his graded stakes earnings, it now looks like Odysseus and Pleasant Prince — seemingly locks a few weeks ago — will need a little help to run under the twin spires on May 1.

Not Stately Victor, who is owned by Kentucky Attorney General Jack Conway and his father. He came into the race with just one win in seven lifetime starts and had finished a distant sixth in his only start in a graded stakes race: the Breeders' Futurity at Keeneland last fall.

The Derby will only be his fourth race on dirt. He was second in his first race at Saratoga last summer but managed just a seventh and a fifth in his last two dirt starts.

Then again, Maker pointed out his colt hasn't exactly found a surface he excels on yet.

"Realistically, the synthetic and the turf haven't been his best either," Maker said with a laugh.

The horse wasn't even entered into the race until Wednesday morning, only moments before the post draw. He started third from the rail and bumped into First Dude at the start. Jockey Alan Garcia and Stately Victor slogged their way through the opening half-mile and remained sixth at the quarter pole before the horse found a gear he'd never shown during his largely forgettable career.

Paddy O'Prado, who overtook front-running Odysseus at the turn, appeared to have nothing but clear sailing between himself and the wire but faltered deep in the stretch and was no match for Stately Victor's stunning run.

"I wanted to be patient with him and Mike Maker, he does an excellent job," Garcia said. "I was very comfortable with this horse."

And the horse looked plenty comfortable with Garcia at the reins. Stately Victor covered the distance in 1:48.69 and gave Kentucky a decidedly homegrown favorite to root for in the Derby.

Conway is running as a Democrat vying for the U.S. Senate seat being vacated by Republican Jim Bunning. Conway is a direct descendant of the first European settler in Kentucky, Dr. Thomas Walker and grew up in the western part of the state. His campaign Web site says he can name every Kentucky Derby winner and its jockey.

He shouldn't have a problem with remembering the 2010 winner if his horse can duplicate his Blue Grass upset on May 1.

"Derby week just got a heck of a lot busier," Conway said.

Stately Victor began the day well outside the top 20 in graded stakes earnings among 3-year-olds. The Derby field is limited to 20 starters, with preference given to those with the top graded stakes earnings if more than 20 are entered.

That isn't a problem anymore.

Paddy O'Prado's second-place finish probably earned him a spot in the Derby field too. He began the day 34th in earnings with $100,950 but took home $150,000 by holding off a game effort from First Dude.

He'll be joined there by Stately Victor, who knocked Dust Commander's upset the 1970 Blue Grass Stakes out of the record books. Dust Commander paid $72.80 to win 36 years ago, a sure thing compared to the odds Stately Victor faced on Saturday.