Kentucky Derby Presented by Yum! Brands (gr. I)

(gr. I , 10f ,)

MINE THAT BIRD (B g, 126 lb) $1,417,200
Birdstone —Mining My Own , by Smart Strike
B—Needham/Betz Thoroughbreds, KY.; O—Double Eagle Ranch Inc. and Buena Suerte Equine; T—Bennie L. Woolley, Jr.

Pioneerof the Nile (DK B/ h, 126 lb) $400,000
Empire Maker —Star of Goshen , by Lord At War (ARG)
B—Zayat Stables, LLC, KY.; O—Zayat Stables, LLC; T—Bob Baffert

Musket Man (DK B/ h, 126 lb) $200,000
Yonaguska —Fortuesque , by Fortunate Prospect
B—Sergio De Sousa, KY.; O—Fein, Eric and Carlson, Vic; T—Derek S. Ryan

Margins: 6¾, nose, head. Others: Papa Clem 126($100,000) , Chocolate Candy 126($60,000) , Summer Bird 126 , Join in the Dance 126 , Regal Ransom 126 , West Side Bernie 126 , General Quarters 126 , Dunkirk 126 , Hold Me Back 126 , Advice 126 , Desert Party 126 , Mr. Hot Stuff 126 , Atomic Rain 126 , Nowhere to Hide 126 , Friesan Fire 126 , Flying Private 126 . Winning Jockey, Calvin H. Borel.

A log on one of ColumbusÕ ships reads: ÒFollowing the sun we left the old world.Ó Trainer Bennie ÒChipÓ Woolley Jr. and groom and exercise rider Charlie Figueroa followed the scent of roses when they left Sunland Park, New Mexico, for their new world in a Turnbow box-stall trailer, carrying a 3-year-old son of BirdstoneÑMining My Own, by Smart Strike, named Mine That Bird. Their destination was Churchill Downs and the Kentucky Derby Presented by Yum! Brands (gr. I). To Woolley and Figueroa it was a 40-hour journey covering 1,466 miles. To most everyone else, it might as well have been light years.

Although it wasnÕt exactly DarwinÕs Journey of Discovery, it proved to be one of the great odysseys in the annals of the Triple Crown, as Mine That Bird shocked the world by coming from last in the 19-horse field, more than 20 lengths off the pace, to win by 63Ú4 lengths under Calvin Borel, paying $103.20, the second-highest win mutuel in Derby history.

Woolley, a native of Raton, N.M., and a former rodeo bareback rider, had been on crutches since early March when he was thrown from his Big Dog chopper, suffering 12 fractures from his knee down to his ankle, including a broken tibia and fibia, the latter requiring a dozen screws to be inserted.

Woolley was in need of a groom for Mine That Bird after the geldingÕs regular groom had to return to Mexico to be with his mother, who had been involved in a bad auto accident.

He turned to Figueroa, who was breaking the babies and doing a little bit of everything at co-owner Mark AllenÕs Double Eagle Ranch near Roswell, N.M. Figueroa also was a top-rate exercise rider and an excellent judge of horses, and Allen knew he would be able to tell Woolley how the horse was doing on the track. It was decided he would be the perfect replacement to take care of grooming and exercising Mine That Bird, whom Allen and veterinarian Dr. Leonard Blach, owner of Buena Suerte Equine, also in Roswell, had purchased shortly before last yearÕs BreedersÕ Cup for $400,000, a far cry from the $9,500 the horse had sold for at the Fasig-Tipton Kentucky October yearling sale.

So, off the trio went on their quest for the roses, setting their GPS system for Louisville, Ky. Woolley had no aspirations of winning the Kentucky Derby after Mine That Bird had been defeated twice at Sunland ParkÑa second-place finish in the Borderland Derby and a fourth in the $900,000 Sunland Park Derby. But he was hoping that with a change of tacticsÑtaking back some eight to 10 lengths and making one runÑthe horse could close well enough to finish a respectable fifth or sixth and earn a trip to New York for the Belmont Stakes (gr. I).

Before starting out, they turned the four stalls on the van into two in order to make Mine That Bird more comfortable. Although he had Figueroa with him, Woolley drove the whole way himself, despite the inability to use his right foot.

ÒChip likes to be hands-on whatever he can do and as much as he can do,Ó said WoolleyÕs girlfriend, Kim Carr. ÒHe normally gallops his own horses, and it was very hard for him not to be on the horse and feeling him every day. He doesnÕt want to trust anyone when it comes to this horse. He wants to see every oat he eats. But he and Charlie got along great.Ó

They left Sunland Park April 20 at 6:30 a.m., arriving at Lone Star Park in Grand Prairie, Texas, at about 10 oÕclock that night. The following morning Mine That Bird was treated by a veterinarian, after which Figueroa took the horse out for a jog. They then loaded him back on the van and continued their journey, pulling into the Churchill Downs stable gate at 10:30 Tuesday night following 21 hours of driving, plus the overnight stay at Lone Star.

During the trip Woolley schooled Figueroa, who had never laid eyes on Mine That Bird before, on the horseÕs habits and how he wanted things done.

ÒThe trip kind of affected the horse for a couple of days,Ó Figueroa said. ÒBut after that he began to get more aggressive each day. I watched the Derby horses gallop a mile and three-eighths or a mile and a half and they were coming back blowing. We were going two miles every day at a pretty good lick on every kind of track and not once did he come back blowing. The day Calvin worked him (April 27) he brought him back in the barn and the horse almost threw him off right here in the shedrow. I said, ÔMan, this horse is ready.Õ Ó

Shortly after they arrived, former trainer Murray Johnson showed up at the barn looking to sell Woolley a Niagara Equissage machine. Woolley told Johnson he was looking for Mine That Bird to run well enough to go on to the Belmont Stakes and had him use it on the horse every day.

ÒHe thrived, and his muscles were in excellent shape,Ó said Johnson, who trained five-time BreedersÕ Cup Classic (gr. I) starter Perfect Drift.

While at Churchill, Mine That Bird went virtually unnoticed as he quietly went about his business, residing at the far end of Barn 42. His gallops became stronger and it was obvious he was relishing the track.

One morning, Jean Amick and Juliet Hogue from Second Stride (which re-trains retired horses and finds them homes) showed up at the barn looking for Derby horses. As they peered down the shedrow, Woolley, standing off by himself, said to them. ÒIf youÕre looking for a Derby horse, hereÕs one.Ó

ÒWe got to know Chip really well, and he answered all our questions,Ó Amick said. We saw him at the trainers dinner and the media/VIP party and he was getting no attention.Ó

But the latter party was far from uneventful, as Woolley tripped and fell, and X-rays taken by the vet the following morning revealed he had re-fractured one of his bones.

Woolley has been reluctant to discuss his accident or the van ride, feeling they are both unimportant in the grand scheme of things.

ÒItÕs all about the horse,Ó he said. ÒThe Derby is about the horse, not some lucky guy that got to train him. My accident is no big deal. I hit some gravel and fell and knocked my leg off. ItÕs not much of a story. And they make out that we hauled this horse in a Õ67 GMC, but actually we got a super nice rig. It was just an easy trip, really, so maybe now theyÕll start talking about something else.Ó

Mine That Bird, despite his feeble price tag as a yearling, was the Sovereign Award winner as champion 2-year-old male in Canada, winning the Grey Stakes (Can-III), Swynford Stakes, and Silver Deputy Stakes after breaking his maiden in a $62,500 claiming race in his second career start for Dominion Bloodstock, Derek Ball, and HGHR. The horse was bred in Kentucky by Needham/Betz Thoroughbreds, James Blackburn, and Peter Lamantia.

Allen and Blach were looking for a good 2-year-old to purchase, and Stuart Angus of Taylor Made Farm and Keith Kruger of Whispering Oaks recommended Mine That Bird following his win in the Grey Stakes. The owners were asking for $400,000 and they agreed. Woolley went up to Woodbine for a couple of days to watch the horse train and liked what he saw. Immediately after the deal was completed, the horse was shipped to California for the Bessemer Trust BreedersÕ Cup Juvenile (gr. I) and was turned over to Richard Mandella, who had won a total of six BreedersÕ Cup races at Santa Anita in 1993 and 2003.

ÒIt was so close to the BreedersÕ Cup, and Mark and Doc made the decision to ship him straight over there,Ó Woolley said. ÒIt was a good decision. I was running horses back home and I didnÕt even attend the BreedersÕ Cup.Ó

Mine That Bird had a wide trip at Santa Anita and finished last of 12. After being given six weeks rest, he was sent to Woolley at Sunland Park and began training for the Borderland and Sunland Park Derbys.

Mandella, who had the horse for about a month in California, watched the Derby on television and commented to his son Gary that Mine That Bird, despite being just a hair over 15 hands now, actually looked as if he had grown a full hand and gained about 150 pounds.

The 2009 Kentucky Derby trail had once shown great promise, with a plethora of fast, top-class 3-year-olds turning in huge performances and earning big speed figures. But then they began dropping one by one. First it was multiple stakes winner The Pamplemousse. Then the brilliant Old Fashioned suffered a career-ending injury. A crushing blow was the defection of Blackberry Presents the 58th Running of the Florida Derby (gr. I) and Fountain of Youth (gr. II) winner Quality Road a week before the race after the colt sustained the second of two quarter cracks while training at Belmont Park. A shin injury claimed grade I winner Square Eddie a few days later. On entry day, Rebel (gr. II) winner Win Willy exited with a minor injury. But the major bombshell came the morning of the race when it was announced morning- line favorite I Want Revenge, winner of the Wood Memorial (gr. I) and Gotham Stakes (gr. III), had been scratched after being ÒoffÓ the night before. Preliminary X-rays did not reveal any specific injury.

Of those that did make it, there was Louisiana Derby (gr. II) winner Friesan Fire, who was trying to provide trainer Larry Jones with a Cinderella-like farewell before his retirement later this year. Speaking of Cinderella stories, you had former high school principal Tom McCar-thy at age 75 with his one-horse stableÑToyota Blue Grass (gr. I) winner General Quarters, whom McCarthy claimed for $20,000 in his career debut. There were Keeneland September yearling sale graduates Dunkirk, the Florida Derby runner-up who had sold for $3.7 million, and Tampa Bay Derby (gr. III) winner Musket Man, who went for $15,000.

The race also saw the return of Godolphin to the Derby after a seven-year absence. Sheikh Mohammed came well armed this time with his UAE Derby (UAE-II) one-two finishers, Regal Ransom and Desert Party, respectively. WinStar Farm made history by becoming the first owner ever to have three horses in the Derby with three different trainersÑHold Me Back (Bill Mott), Advice (Todd Pletcher), and Mr. Hot Stuff (Eoin Harty). And finally, you had Bob Baffert and Zayat Stables with the game, hard-knocking Pioneerof the Nile, winner of four consecutive graded stakes, including the Santa Anita Derby (gr. I).

For 24 hours, Derby 135 became almost an afterthought when the magnificent filly Rachel Alexandra sent out a wave of goosebumps, cantering to a 201Ú4-length procession in the previous dayÕs Kentucky Oaks (gr. I). On Derby morning all the talk on the backstretch was about the super fillyÕs performance for the ages.

After riding Rachel Alexandra and showboating for the final sixteenth of a mile, Borel had to shift gears the following day and make the transition to the 50-1 Mine That Bird, a horse most didnÕt even give a second thought to. Woolley had secured the services of Borel, who had won the 2007 Derby aboard Street Sense. The connections of Square Eddie, third in the Coolmore Lexington Stakes (gr. II), tried to get Borel, but the jockey decided to honor his call on Mine That Bird.

Although Mine That BirdÕs van ride to Kentucky was uneventful, the same cannot be said for Allen, who was delayed getting to Louisville when his pickup truck Òbroke down a littleÓ in Sweetwater, Texas.

The rains fell on Louisville the night before the Derby and again the morning of the race. Instead of closing the track and sealing it, training went on as usual from 6 to 8 oÕclock, after which the track was sealed. Although it did not rain the rest of the day, and no rain was forecast, the track, which dries quickly after being opened up, remained sealed most of the day, and was still listed as sloppy at post time.

Woolley was unable to make the entire walk from the barn area to the paddock, but he wasnÕt about to miss the experience of a lifetime. He went to the track through the paddock and walked some 300 yards toward the clubhouse turn, where he waited for his horse. He then walked the rest of the way with the horse, soaking up all the electricity.

ÒI was pretty worn out and shaky-legged, but I wanted to be part of the Derby walk,Ó he said. ÒThatÕs one of the biggest things about coming to the Derby. When you look up and see all those people, that really meant something to me and I wasnÕt going to miss all of it.Ó

Figueroa couldnÕt believe it when he heard people shouting Mine That BirdÕs name. ÒMaybe it was because of Calvin or maybe it was just for the horse, but they were going crazy,Ó he said.

Friesan Fire was sent off the 7-2 favorite, followed by Dunkirk at 5-1 and Pioneerof the Nile at 6-1. At the start Dunkirk stumbled badly, as Join in the Dance and Regal Ransom cut out a quick opening quarter of :22.98, followed closely by Papa Clem, Pioneerof the Nile, and Desert Party, who was in excellent position just off Pioneerof the NileÕs flank after breaking from post 18. Friesan Fire was getting bumped around on the inside and would return with several cuts on his ankle and hock. He also grabbed the quarter on his left front leg.

Mine That Bird, was squeezed at the start and dropped so far out of it he was six lengths behind the next-to-last horse going into the clubhouse turn. Woolley had wanted him farther off the pace than in his previous races, but few people connected with the horse thought he had any chance to win from that far back.

Down the backstretch, after a half in :47.23, Join in the Dance eased clear of Regal Ransom by a length, with Pioneerof the Nile moving smoothly into third, with Papa Clem on his inside and Desert Party still sitting just off him on the outside. In the oddest move of the race, Kent Desormeaux, on the late-running Hold Me Back, made a dramatic and premature move along the rail, going from 12th to fourth in about a sixteenth of a mile. The LaneÕs End (gr. II) winner was unable to sustain it and would drop out of it to finish 12th.

Around the far turn there was little change, but it was obvious that Garrett Gomez on Pioneerof the Nile had a ton of horse, and he was just waiting to uncoil him. Baffert, seeing no movement from behind, began to envision Derby win No. 4. Just then, in the blink of an eye, one horse took off from well in the back of the pack as if someone had given him a hotfoot. He could be seen flying past horses on the inside as if moving in a different time frame than the others. It was a replay of the 2007 Derby, which Borel had won in similar fashion on Street Sense.

Turning into the stretch after a mile in 1:37.49, Pioneerof the Nile took over the lead followed in hot pursuit by Papa Clem and Musket Man. The rest were going nowhere on the sticky trackÉall except one. Yes, it was Borel, or ÒBo-rail,Ó as heÕs known, again making a frantic dash along the inside. He moved outside a tiring Atomic Rain and then darted back to the rail, squeezing through a narrow opening inside Join in the Dance. Before anyone realized what was happening, Mine That Bird and Borel flew past Pioneerof the Nile as if he, Papa Clem, and Musket Man were mired in quicksand. He opened up, not by a length at a time, but seemingly by two and three lengths at a time. Just like that he was five in front, then six, then nearly seven at the wire, coming home his final half in an unheard of :471Ú5 and final quarter in an outrageous :231Ú5 to complete the 11Ú4 miles in 2:02.66.

ÒWhen he turned it on there at the 31Ú2-furlong pole, he started picking them up so easy it was unbelievable,Ó Borel said.

Pioneerof the Nile dug in and held on doggedly to finish second, a nose ahead of Musket Man. Papa Clem was a head farther back in fourth after getting bumped by Pioneerof the Nile, which could have cost him second or third. It was another six lengths back to Chocolate Candy, who led the meandering procession of horses that seemed to be floundering over the track.

Race caller Tom Durkin summed up the shocking result by calling it Òan impossible result.Ó

Figueroa could sense the shock in the crowd while he was waiting for the horse to return. ÒI went on the track and looked back at the crowd and they were stunned,Ó he said. ÒIt was like, ÔWhat just happened?Õ Ó

Meanwhile, up in Canada, Mine That BirdÕs former trainer and majority owner Dave Cotey watched the race in the Finish Line bar at Woodbine with his two former partners in the horse, Hugh Galbraith and Derek Ball, each of whom had owned 25% of Mine That Bird.

ÒWeÕre just so ecstatic,Ó Cotey said. ÒI can hardly talk I was screaming so hard for him. Everybody in the bar was screaming their heads off. IÕm so proud of the horse and so happy for Chip and the owners. I loved this horse when I bought him. He just glided over the ground and he was so smart. He just did everything right. The deal went down as smooth as can be and everyone was happy. We made $324,000 with him, and with the sale, thatÕs close to $800,000. I hope they make another three or four million with him. We did great and they did great. I canÕt wait until he runs again.Ó

Since arriving in Louisville, Woolley was hoping to meet Carl Nafzger, who was a legend on the rodeo circuit and for whom he has great admiration. He never did get to meet him before the race but ran into him in the Kentucky Derby Museum after the race.

ÒCongratulations,Ó Nafzger said. ÒBoth bull riders.Ó

ÒIÕm just a bareback rider, not a bull rider,Ó Woolley replied.

ÒWell, congratulations again, itÕs great to meet you,Ó said Nafzger, who showed Woolley his Kentucky Derby ring that is given to the winning connections. ÒThere, thatÕs yours now.Ó

ÒFrom what I hear I get one of them,Ó Woolley said. ÒIÕll be proud to wear it.Ó

Later, Woolley commented about meeting Nafzger, ÒThat was cool. HeÕs a great horseman. But IÕll stick to bareback horses.Ó

Another trainer Woolley was well aware of was Baffert, who also was a legend in the Southwest. When asked if he got any additional satisfaction beating Baffert in the Kentucky Derby, he replied, ÒNot at all. BaffertÕs been nothing but gracious to me. HeÕs been a true competitor and a great horseman. It just feels great to win the race. It doesnÕt really matter who you beat. I remember Bob when he came to Santa Fe with Quarter Horses.Ó

Later that night Mine That Bird was getting antsy for his dinner. He was showing no signs that the race took anything out of him, as he ripped into his hay rack and attempted to nail anyone who came close to his stall without a feed tub. Woolley and Figueroa finally returned from the Derby Museum party at around 10:15. Figueroa brought the feed tub over and Mine That Bird promptly buried his head in it.

So ended one of the wildest Kentucky Derbys in memory, and a result that made GiacomoÕs victory in 2005 seem predictable, despite both going off at almost the same odds.

Perhaps trainer Nick Zito put the race in proper perspective as he headed to the track to wait for Nowhere to Hide, who finished 17th at odds of 45-1. Zito did get some consolation, having trained Mine That BirdÕs sire to a shocking victory over Smarty Jones in the 2004 Belmont Stakes (gr. I), so he knows about big upsets.

ÒBirdstone,Ó Zito said with a sense of pride. He then added in simple words: ÒSee, thatÕs why they run the race.Ó b