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Mystik Dan edged a three-horse photo finish by a nose to win the 150th Kentucky Derby.
The 18-1 shot, ridden by Brian Hernandez Jr, won the thriller in front of 156,710 fans at Churchill Downs with Sierra Leone in second place and Forever Young a nose further back.
It took several minutes for the stewards to confirm the result.
"Those were the longest few minutes of my life," said Hernandez. "To see your number flash up to win the Derby.
"I don't think it will sink in for a while. It's like a dream come true."
Pre-race favourite Fierceness was among the early pace setters but as they faded Mystik Dan burst through on the inside rail to take the lead on the turn for home.
Sierra Leone and Forever Young nearly reeled him back in but Mystik Dan just held on.
It was the 10th time the race had been decided by a nose and the first since 1996.
It was also the second win of the weekend for Hernandez Jr and trainer Kenny McPeek, who also teamed up for victory in the Kentucky Oaks on Friday on Thorpedo Anna.
"For three weeks, I've felt like we were going to win both races," added McPeek.
"I can't tell you why. Both horses have been easy to deal with, the team has done such a great job every day. There's been no drama.
"I just believe in mojo, in positive energy and we've had a lot of it."