The race was the first major Kentucky Derby (gr. I) prep to be run on Polytrack, an all-weather synthetic surface.

The chestnut colt, a son of City Zip   who ran for a $40,000 claiming price in December, was not originally nominated to the Triple Crown. However, trainer Mike Maker said, "The Kentucky Derby has been the plan all along. We might look at going to Arkansas and running in the Derby down there."

With a City, who paid $99.60, $38.20, and $17, was coming off an eighth-place finish in the John Battaglia Memorial.

Ridden in his graded stakes debut for the first time by Brice Blanc, With a City also wore blinkers for the first time in the Lane's End. Placed in mid-pack by Blanc along the inside, With a City edged off the rail in upper stretch, rallied between horses to emerge in front, and outlasted Seaside Retreat ($11.20, $7.80) for the victory.

"He's kind of a lazy horse. He's not aggressive at all," Maker said.

But Maker, who has had the 3-year-old colt only since early February, found how to get the most out of him after the March 4 Battaglia at Turfway.

"His race in the Battaglia showed that he needed blinkers," Maker said. "He was wandering and climbing. He also bled pretty badly."

Malameeze ($11.40) used a belated rally to finish third, 1 1/2 lengths behind the runner-up with More Than Regal fourth. The superfecta paid $197,836.90. The winning time was 1:51 under cold and fast conditions on the all-weather Polytrack.

Tahoe Warrior broke well and led early, completing the opening quarter-mile in :23 2/5 before falling out of contention after six furlongs. Sharp Attack led the field through a half-mile in :47 1/5 and three-quarters in 1:11 4/5 before he, too, fell back. With a City saved quite a bit of ground as Seaside Retreat, Malameeze, More Than Regal, and Superfly all closed from the far outside.

Second choice Superfly, trained by Nick Zito, rallied encouragingly to threaten in mid-stretch but tired in the late stages under Jeremy Rose to finish fifth, followed by stablemate Hemingway's Key.

Pair of Kings, Sharp Attack, Tahoe Warrior, Laity, Silent Times, and Starspangled Gator followed.

Lukewarm 7-2 favorite Silent Times started sluggishly and was never involved, finishing 11th.

With a City earned $300,000 for owner Ron Peltz. He has won four times in 12 lifetime starts and came into the race with lifetime earnings of $59,680. Carl Bowling bred With a City, a $27,000 Ocala purchase one year ago, in Florida. The colt was produced by the With Approval mare With a Princess.

Owner Ron Peltz said he saw promise in With a City, which had been an underachiever before winning two races on the Calder Race Course turf in December.

"Everybody told me I was crazy when I bought this horse privately for $150,000. But I always loved this horse," Peltz said. "After his race at Calder, the opportunity arose for me to purchase him, and I took him. I was very confident that he would run a good race today."