Dullahan, a half-brother to 2009 Kentucky Derby winner Mine That Bird, closed fast to register his first career victory in Saturday's $400,000 Breeders' Futurity at Keeneland, posting a 17-1 upset in the Grade 1 event for two-year-olds. The Dale Romans-trained colt overcame adversity to catch Majestic City in deep stretch, edging clear to win by three-quarters of a length under Kent Desormeaux.

Dullahan, who is by Even the Score, completed 1 1/16 miles in 1:43 on the Polytrack.

Musical Flair, a 52-1 outsider, flashed speed when the gates opened Saturday and showed the way through quick opening fractions in :22 3/5 and :46. Majestic City was up close stalking the pace from the start and made his move for the lead on the far turn, entering the stretch in complete control of the race. A Grade 3 winner in California, Majestic City passed the mile mark in 1:36 2/5 with a 2 1/2-length lead but could not withstand the surging winner in the final yards.

Dullahan was steadied in traffic on the first turn and rated near the back of the field for the opening six furlongs. He began to find his best stride on the far turn, advancing rapidly past rivals, but still had plenty of ground to make up turning for home. With Desormeaux urging him on, Dullahan gamely carried his momentum to the wire.

"The race went exactly opposite of what we had planned," Desormeaux explained. "I almost fell around the first turn. He had to get his legs back underneath him and he did do that quickly, but I had to make a five-eighths of a mile run down to the wire. He accomplished it -- super horse."

Romans is very excited about his colt's future.

"This is a special horse, and we've known it all along," the trainer said. "We felt like he was a Grade 1-caliber racehorse. He showed it today. When you can overcome adversity and win a Grade 1, you're a really good horse."

Majestic City, the 3-1 second choice among 13 rivals, easily held second by a length over the late-running Optimizer in third. It was another 2 1/4 lengths back to Take Charge Indy in fourth, and Our Entourage, 5-2 favorite Shared Property, Gung Ho, Motor City, Personal Interest, Space Race, Musical Flair, Ancil and E Valentino rounded out the order of finish. Curfew Tower, Fire Alarm and Lucky Chappy were withdrawn.

Dullahan, who was purchased by owner Donegal Racing for $250,000 at last year's Keeneland September yearling sale, returned $37.60, $14 and $9.60 to his supporters in the Breeders' Futurity.

After being well-beaten in his first two career starts on the main track, Dullahan switched to turf and just missed with a rallying second in a maiden special weight event at Saratoga. The chestnut was exiting a respectable third over the same course in the Grade 2 With Anticipation Stakes on September 1. With Saturday's payday, he's now earned $272,091.

"We've really had high hopes for this horse," Romans said. "He's trained like a top horse all along. His brother (half-brother Mine That Bird) won the (2009 Kentucky) Derby. He's a serious racehorse."

Romans was asked about the possibility of running him back in the Breeder's Cup Juvenile on the dirt at Churchill Downs on November 5.

"We're going to have to talk about it," he said. "It's a little different; this (race) is a little short and on the (Polytrack) and (we'll have to decide) whether we're going to go to dirt. But there's a good shot of it."

The Breeders' Cup Juvenile Turf is also an option given Dullahan's affinity for grass racing.

The Kentucky-bred colt is out of the unraced Smart Strike mare Mining My Own, whose first foal, the Birdstone gelding Mine That Bird, was named champion two-year-old in Canada following a campaign that included stakes wins in the Grey, Swynford and Silver Deputy. Mine That Bird went on to post a 50-1 upset in the Kentucky Derby the following season and also finished second in the Preakness and third in the Belmont Stakes. He earned more than $2.2 million from a 18-5-2-2 line. Dullahan also has an unnamed yearling half-sister by Tapit.