When Jerry Moss teamed with trumpeter Herb Alpert in the early 1960's in partnership that would lead to the creation of A & M Records, their first collaboration was on Alpert's hit "The Lonely Bull."

On Saturday, May 7, a bull of another type - a son of Holy Bull named Giacomo - would carry Moss and his wife, Ann, to a dream of another kind: an upset victory in Kentucky Derby 131.

The stretch-running colt stunned a crowd of 156,435 - the second largest in Derby history - with a rally in deep stretch under jockey Mike Smith to win the famed "Run for the Roses" by a half-length over 72-1 shot Closing Argument. Afleet Alex, the second wagering choice in the field of 20 3-year-old Thoroughbreds, finished another half-length back in third. Don't Get Mad, a 29-1 shot, finished fourth.

Giacomo covered the mile and a quarter over a "fast" track in 2:02.75. The colt paid $102.60 to win, second only to Donerail in 1913 ($184.90) as the longest win mutuel in Kentucky Derby history.

The victory in the richest running of the $2 million guaranteed race provided a wonderful birthday present for Moss, who was to turn 70 the following day.

"This is about as up there as you can get," said Moss. "It was hit records that got me here but this is a pretty great thing. I mean, I guess very few people experience what we've experienced, to win the Kentucky Derby is everything anybody ever wants to do.

It was the first Kentucky Derby victory in 12 tries for Smith, a Hall of Fame jockey who had finished second in the race three times and had ridden the favored Holy Bull, an eventual "Horse of the Year," to a 12th place finish in the 1994 Derby.

"It's just an incredible feeling," said Smith. "I stood up, it's like all the strength just left my body, it was exciting and my legs buckled and just hanging on for dear life really. I've been so fortunate to have won some great races but never have I had a win like this, this is unreal."

The win was just the second in eight starts for Giacomo, who is named for the 9-year-old son of rock star Sting. The colt's dam, Set Them Free, was named for one of the British singer's hit songs. With the Kentucky Derby victory, Giacomo's won for the second time in eight races and collected the $ $1,639,600 winner's share of the Derby record Derby purse of nearly $2.4 million.

The Derby victory was the first for trainer John Shrirreffs, who had never saddled a Kentucky Derby starter in his career. He caught only glimpses of Giacomo's winning rally as he watched his first Derby from a trackside location.

"You know I didn't see a lot of the race," said Shirreffs. "He just started gobbling up the ground and I thought, 'Wow, we have a chance to hit the board,' then, 'Oh no, we might even win it.' It was awesome."

Among those left in Giacomo's wake was trainer Nick Zito, a two-time Kentucky Derby winner who saddled five horses in this year's renewal - including the favored Bellamy Road, who faded to seventh after battling for the lead at the head of the stretch. Zito's other Derby trainees included Andromeda's Hero (8th), High Fly (11th), Noble Causeway (14th) and Sun King (15th).

"It's disappointing," said Zito. " It looked pretty good turning for home with High Fly and Bellamy Road, but it didn't happen for us today. You look at the horses everyone was talking about and only (Afleet) Alex ran well. We'll have something for the Preakness, I just don't know who just yet."

Trainer Kiaran McLaughlin, a Lexington, Ky . native who participated in his first Kentucky Derby, beamed over the performance of runner-up Closing Argument.

"He ran great," said McLaughlin. "It was the thrill of a lifetime for an eighth of a mile. He's one hell of a horse who might now start getting some respect."

Trainer Tim Ritchey said that third-place Afleet Alex would also head to the Preakness.

Derby Day also brought disappointment to Todd Pletcher, the Eclipse Award winner as America's outstanding trainer in 2004. Pletcher started three horses in the "Run for the Roses," but a ninth-place finish with Flower Alley was the best he could manage. Pletcher's Coin Silver finished 12th and Bandini, winner of the Toyota Blue Grass (GI) and the third choice in the Derby betting, finished ahead of only one horse.

"It seems Bandini was fighting the dirt the whole time…the other two ran respectably, I thought," said Pletcher. "We'll regroup and come back next year."

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