For the past two days, the $1 million Santa Anita Derby (G1) has provided a roller-coaster ride, with the injury-forced withdrawals of morning-line favorites Premier Pegasus (Fusaichi Pegasus) and Jaycito (Victory Gallop). As it turned out, those pre-race blows foreshadowed the divisional upheaval that would take place Saturday. Last-out maiden winner MIDNIGHT INTERLUDE (War Chant), who just a couple of days ago looked like Bob Baffert's second string, and possibly even a rabbit for his stablemate Jaycito, rallied determinedly to deny Comma to the Top (Bwana Charlie) approaching the wire.

After taking 1:48 3/5 to negotiate 1 1/8 miles on Santa Anita's fast track, Midnight Interlude handed Baffert a record sixth Santa Anita Derby trophy, and raced himself into the Kentucky Derby (G1). The 13-1 outsider returned $29.80, $12 and $6.

"I never won a Santa Anita Derby with a horse off a maiden race like this," Baffert said, "but he was training well and his last race was a great race. Comma to the Top ran a great race. I thought we weren't going to run him down, he was still a little green -- he's just figuring things out right now. He grew up in a hurry."

Under new rider Victor Espinoza, Midnight Interlude was reserved just off the pace, on the outside. Golden Gate shipper Offlee Wild Boys (Offlee Wild) led in the opening stages, but Comma to the Top soon wrested command and posted fractions of :22 4/5, :47 1/5 and 1:11 2/5. The 5-2 favorite Silver Medallion (Badge of Silver), a rank Indian Winter (Indian Charlie), Mr. Commons (Artie Schiller) and Midnight Interlude were all within striking distance.

Turning for home, Comma to the Top was bracing for the inevitable challenges, and trying his best to stay the distance as he reached a mile in 1:36. The rail-skimming Mr. Commons gained menacingly on the inside, Silver Medallion was in the hunt before flattening out, and Midnight Interlude was going best of all widest out.

But Midnight Interlude's forward progress was suddenly checked when Comma to the Top drifted out. Steadying and altering course around Comma to the Top, Midnight Interlude came once more. As the closer drew up to the longtime leader, Comma to the Top appeared to float out again, but Midnight Interlude belied his inexperience. The lightly-raced colt refused to be intimidated, knuckled down, and surged late to thrust his head in front.

"I had a lot of horse at the top of the stretch," Espinoza recapped, "but I did not want to move too soon. I knew that everybody was getting tired down the lane and I felt like I had a lot more horse than everybody else. When the time came, I switched the lead and it was time to go. I hit him one time with the right hand and he didn't respond much.

"I hit him with the left hand and he really responded. I was following the front horse (Comma to the Top) and he moved out and I had to check my horse for a second, but he is unbelievable because he still came back.

"Bob (Baffert) and I have been lucky together. I think I am his lucky charm. This win is special for me. I've rode in the Derby a few times and it finally happened today. I think the distance is not a problem for this horse. I think it's even better for him. He's still learning and still hasn't given 100 percent of what he has. He ran an unbelievable race today."

Comma to the Top's brave effort pleased trainer Peter Miller, who reiterated his pledge to skip the Kentucky Derby with the stamina-challenged gelding.

"I can't complain about anything," Miller said. "The horse ran like I knew he could run. He got a great ride, he slowed it down nice, he kicked away and we just got nailed the last couple jumps. I can't be upset with anyone. We're going to give him a break and hopefully come back for a fall campaign."

Mr. Commons was another 2 1/4 lengths away in third, followed by Silver Medallion, Anthony's Cross (Indian Charlie), Indian Winter, Bench Points (Benchmark), Quail Hill (Candy Ride [Arg]) and Offlee Wild Boys.

Trainer John Shirreffs reported that Mr. Commons displaced his epiglottis.

"I thought he ran well," Shirreffs said. "(Jockey) Mike (Smith) said he just displaced a little at the end of the race, so that might have been a big factor."

Midnight Interlude, who just made his first career start at Santa Anita on January 29, boosted his bankroll to $649,680. A distant third to Runflatout (Flatter) in his debut going six furlongs, the Arnold Zetcher homebred was beaten only a half-length next time over a mile at Santa Anita on February 26. Back at the same track and distance on March 20, Midnight Interlude romped by 8 1/2 lengths.

Baffert decided to let the improving colt take his chance in the Santa Anita Derby, and was rewarded. His previous winners, however -- Cavonnier (1996), Indian Charlie (1998), General Challenge (1999), Point Given (2001) and Pioneerof the Nile (2009) -- were all much more accomplished before contesting the Santa Anita Derby.

"You want your last (Kentucky Derby) prep to be like this," said Baffert, who was quick to mention his other candidates for the Run for the Roses.

"We still have Jaycito," who could line up in the April 23 Lexington (G3) at Keeneland if he recovers in time from the foot bruise that ruled him out of the Santa Anita Derby.

"The Factor (War Front) runs at Oaklawn next week (in the April 16 Arkansas Derby [G1]) so we'll see what he does there, if he can handle a mile and an eighth.

"We still have a ways to go so you never think that far ahead. Things can happen to these horses, so you don't try and get too excited about it. But the Zetchers tonight, they can get excited about it."

"Unbelievable," Zetcher exclaimed. "We knew he looked good. We wouldn't have put him in if we didn't think he had a shot. I haven't even thought about it (going to the Kentucky Derby). We wouldn't even allow ourselves to think of those things."

The Kentucky-bred Midnight Interlude is out of Midnight Kiss (NZ) (Groom Dancer), the third-place finisher in the New Zealand Oaks (NZ-G1), and also the dam of a juvenile full sister to Midnight Interlude named Midnight Crooner (War Chant) and a newborn filly by Bernstein. Further back, this is the family of Grade 1 queen Bemissed (Nijinsky II), the dam of Oaks (Eng-G1) heroine Jet Ski Lady (*Vaguely Noble).

Midnight Interlude's seventh dam is Broodmare of the Year *Knights Daughter (Sir Cosmo), famous for producing Hall of Famer Round Table (*Princequillo). She appears as the ancestress of such notables as champion Turkish Trousers (Bagdad), English/Irish highweight Minardi (Boundary) and Grade 2-winning sires Pulpit (A.P. Indy) and Tale of the Cat (Storm Cat).