Reddam Racing's I'll Have Another provided a 15-1 upset of Kentucky Derby 138 on Saturday when running down pacesetter and late 4-1 favorite Bodemeister before a record crowd of 165,307 to score by 1 1/2 lengths on the wire at Churchill Downs. "We've only run three times this year, so Preakness, here we come," owner J. Paul Reddam said. "We gave the horse only two preps this year. Part of the idea was we knew we had a good horse, and we wanted to make sure he was fresh because the Triple Crown is a gamble and it looks like it paid off." The Doug O'Neill trainee provided jockey Mario Gutierrez with his first Derby winner in his first try when finishing 1 1/4 miles on the fast main track in 2:01 4/5. "I was in British Columbia at Vancouver, where I've been doing all my racing since 2006 pretty much," Gutierrez said when asked where he watched the Derby a year ago. "Like all jockeys, we all dream that one day (we'd be fortunate enough to) be in the Kentucky Derby. At that time I was at Hastings Park and of course I had the dream, but I wasn't thinking it was going to be the next year." I'll Have Another was accompanied to the Derby starting gate by retired fan favorite Lava Man, whom O'Neill claimed and then developed into a handicap star last decade. Now 11 years old, the $5.2 million-earner has taken up stable pony duties for the O'Neill shedrow, though his job tasks were expanded when a little girl named Hope paid a visit thanks to the Make a Wish Foundation. "You know, Case Clay of Three Chimneys called and told me he met a friend in Hope, how she wanted to come to the barn area," O'Neill explained. "We put Hope on Lava Man. She was an absolute natural on Lava Man. It was incredible. Just so cool. Just so cool to see someone who is so excited about the horses, just so passionate about the game like we are. We got a new friend. "She kind of liked Hansen in the Derby, so we had to get through that little thing," the trainer laughed. All the excitement over Hope's visit never detracted from I'll Have Another's Derby run, though. "It's incredible. When you tell people you're in the horse racing game, they ask you, 'Have you won the Kentucky Derby?' Now I can say, 'Yes, I have, 2012,' O'Neill said. "My brother Dennis, he's been there with me through the ups and downs, and there's been a lot of downs. So this is incredible, and I'm going to soak it up as long as I can." I'll Have Another moved his record to 6-4-1-0 following prior victories in the Grade 1 Santa Anita Derby and Grade 2 Robert B. Lewis Stakes and paid $32.60, $13.80, $9 for this, his third straight win. The winner's share of the $2,219,600 purse skyrocketed the colt's lifetime earnings to $2,093,600. "The Doug O'Neill team is a lot of fun. The whole group tries to remember that racing is supposed to be fun first," owner J. Paul Reddam said. "There's not just Doug and Dennis (O'Neill) and Mario, but all the guys that work very hard in Doug's operation. "There's a lot of laughs there, I would have to say. We're kind of a working class group, from the trainer, the owner, the jockey. We don't come from the bluest of blood for horse racing, and that's OK. The horse matches that absolutely completely, right? "I can remember Seattle Slew being bought for $17,000, how amazing that was. Now we got this horse for $35,000. In Seattle Slew dollars, he was probably cheaper. "I want to mention there was some karma today because it was Cinco de Mayo, right, and we rode the Mexican rider," Reddam quipped before describing why he tabbed Gutierrez. "I don't know if he won or not (when I saw him ride in California), but he really looked good in the irons to me. I said, 'We need to try some new blood.'" Gutierrez settled I'll Have Another on the outside in seventh down the backstretch before sending him up between horses nearing the turn. All the while, Bodemeister was out in front setting splits of :22 1/5, :45 1/5 and 1:09 4/5 while tracked by Trinniberg and Hansen to his outside. Union Rags broke a step slow and was in traffic in the rear of the field. I'll Have Another was wide rounding the turn and took off after Bodemeister entering the lane. The sophomore kept motoring down the center of the track and caught the pacesetter on the wire to score his third straight graded win. "He broke sharp, as he usually do," Gutierrez explained. "He's such a professional horse. He's a really calm horse. I know he was going to help me 100 percent through the first part. In the end, he just give 100 percent all the time. As soon as you ask him, he throws everything on the race, and he didn't disappoint today. "I know my horse was reaching every single step of the way, but I wasn't going to stop riding until I was passing the wire. That is when the horse race is finished." "You know Mario, by midstretch the first time around, just had great position; really had a trouble-free trip," O'Neill said. "I love the way Mario said he really stretched for him down the lane. That's what we've been seeing here. "Since he's come from California, he's maintained that long, beautiful stride. I love the way he carries his head. He's such a beautiful, talented colt. The way he handled the crowd today, incredible." Bodemeister just held the late run of Dullahan to take second by a neck with Went the Day Well completing the top four under the wire another three parts of a length back. "I'm very disappointed, but at the same time I'm just so proud of him. He's brilliant. He really is," jockey Mike Smith said of Bodemeister. "He was flying leaving there. He was two in front leaving the gate. He didn't finish first, but he's still the winner. He's such a free running horse that I couldn't take that away from him. At the top of the stretch, I really thought we had it, but I knew we were in trouble when I saw Doug's (O'Neil) horse coming." "He ran his race. He was there and he just got tired a little bit. He's only run four times. I was really proud of him. He's a super impressive horse," trainer Bob Baffert praised Bodemeister. "He was starting to get disgruntled because of all the sand he had eaten," sighed Dullahan's rider, Kent Desormeaux. "I was encouraging him to go faster but he was slowing down. When I made my move turning for home, two horses peeled out in front of me and I ended up going nine wide." Creative Cause came in fifth and was followed under the wire by Liaison, Union Rags, Rousing Sermon, Hansen, Daddy Nose Best, Optimizer, Alpha, El Padrino, Done Talking, Sabercat, Gemologist, Trinniberg, Prospective and Take Charge Indy. Daddy Long Legs failed to respond in the backstretch and was eased under the wire. My Adonis didn't draw in from the also-eligible list and was shipped to Pimlico, where he ran third in the Canonero II Stakes. I'll Have Another began his racing career on the synthetic tracks in California, taking his maiden debut on Hollywood Park's Cushion Track prior to a runner-up effort in the Grade 2 Best Pal Stakes over Del Mar's Polytrack. The chestnut son of Flower Alley tried a conventional dirt track when closing out his juvenile campaign with a sixth-place finish in the Grade 1 Hopeful Stakes at Saratoga and wouldn't be seen in competition again for five months. I'll Have Another returned to California over the winter and made his sophomore bow a 2 3/4-length upset in the Robert B. Lewis Stakes when sent off at 43-1, but proved that win to be no fluke when gutting out a nose score in the Santa Anita Derby in his final prep for the Run for the Roses. He is the first winner of both the Santa Anita Derby and Kentucky Derby since legendary trainer Charlie Whittingham saddled California-based Sunday Silence to accomplish the feat in 1989 en route to Horse of the Year and champion three-year-old Eclipse Award honors. "Having the Santa Anita Derby winner win the Kentucky Derby, we're carrying the flag for Southern California," O'Neill said. "Any horsemen that have any interest in beautiful weather and good purses, come to Southern California, because it's a great place to train, a great place to live. I can't say enough about Southern California. "When I first started, Charlie Whittingham was the man. I remember being on the trainer's stand with him just in awe of him. So to be the next guy who has won the Santa Anita Derby and the Kentucky Derby, it's just an unbelievable honor. "I think the game plan now, as long as he comes out of it good right now, is to stay at Churchill and head to Pimlico," O'Neill added. "He likes this track." Sold at auction for $11,000 as a Keeneland September yearling, I'll Have Another was then purchased by Dennis O'Neill, his trainer's brother, for $35,000 as a two-year-old in training at OBS last April. "It's beyond belief. Somebody asked me earlier in the week what would it be like to win the Kentucky Derby. I used Bubba Watson's quote when he won the Masters: I never dreamt this far. I never in a million years thought we could do this," Dennis O'Neill said. "Baffert always told us in the past talking to us, saying, 'If you ever win the Derby, there's nothing like it.' And, boy, was that true." Bred in Kentucky by Harvey Clarke, I'll Have Another is out of the winning Arch mare Arch's Gal Edith and comes from the family of Grade 1 winners Roanoke and Into Mischief. He counts as his fifth dam the influential matron Patelin, ancestress of champion Pleasant Stage and such Grade 1 winners as A Phenomenon, Seattle Meteor, Pillaster and Class Play.