Cloud Computing caught Classic Empire in the final strides Saturday to win the Preakness by a head.
The 13-1 long shot was one of five fresh horses in the race that didn't run two weeks ago in the Kentucky Derby.
Derby winner Always Dreaming and Classic Empire dueled for most of the race before Classic Empire stuck his nose in front midway on the far turn. It looked as if Classic Empire would go on to win, but Cloud Computing ran him down on the outside.
Always Dreaming faded to eighth in the 10-horse field on a cool and cloudy day at Pimlico. A record crowd of 140,327 was on hand.
Ridden by Javier Castellano, Cloud Computing ran 1 3/16 miles in 1:55.98 and paid $28.80, $8.60 and $6. It was just the dark brown colt's second career victory.
"My father was a jockey for 25 years. This moment is great for the family," Jockey Javier Castellano said after the win.
Classic Empire returned $4.40 and $4, and 31-1 shot Senior Investment was another 4 3/4 lengths back in third and paid $10.20.
Trainer Chad Brown earned his first victory in a Triple Crown race. Castellano won for the second time. He rode Bernardini to victory in the 2006 Preakness.
The 142nd Preakness had been billed as a match race between Always Dreaming and Classic Empire, and it was from the start.
They broke out of the starting gate next to each other and the fight was on. Always Dreaming took a slight lead with Classic Empire on his flank.
Meanwhile, Cloud Computing was back in third as Castellano watched the duel unfold in front of him.
Always Dreaming was the first to throw in the towel, surrendering the lead to Classic Empire midway around the final turn.
Classic Empire and Julien Leparoux headed into the stretch with three-length lead, seemingly on his way to the winner's circle.
But the colt also paid a price for putting away Always Dreaming. Classic Empire fought on to the finish line, but couldn't hold off a fresh horse in Cloud Computing.
"Certainly I'm not going to dispute the fact that I brought in a fresh horse as part of our strategy," Brown said. "Our horse is very talented, too. Classic Empire and Always Dreaming are two outstanding horses, and our strategy was, if we are ever going to beat them let's take them on two weeks' rest when we have six (weeks), and it worked."
Lookin At Lee, the Derby runner-up, was fourth. Gunnevera was fifth, followed by Multiplier and Conquest Mo Money. Hence was ninth and Term of Art last.