People who closely observed the meandering trails that led to the Triple Crown should be forgiven their nonplused stares and open-mouthed gawkings. Forgiven, too, if they asked, as the horses came onto the racetrack for the $500,000 Super Derby (gr. I) at Louisiana Downs, "This is Outofthebox?" Yes, this was Outofthebox. When few were watching, the long-legged colt who looked like a set of monkey bars in the spring, grew up. But mostly he grew out. The skinny colt who finished second in both the Fountain of Youth (gr. I) and Florida Derby (gr. I) put on considerable mass and gained conspicuous muscle when away from the races for three months to recover from a foot injury. When he and his army of dapples arrived in Bossier City, La., for what was expected to be the E Dubai show, Outofthebox didn't even look like the same 3-year-old that had distinguished himself twice upon a time at Gulfstream Park earlier in the year. And on Sept. 23, when he flexed those new muscles, he proved they were more utilitarian than ornamental by making up five lengths in the stretch and running down a very tired E Dubai. The 1-2 betting favorite, E Dubai had played with fire on a hot pace and got burned, but he held for second, a half-length behind the winner, with Quadrophonic Sound another three lengths back in third. Over a muddy track that will prove to be one of the slowest of the Louisiana Downs season, Outofthebox completed the 1 1/4 miles in 2:06.20. The 22nd Super Derby was the slowest since the first running in 1980, when Temperence Hill, also in mud, stopped the teletimer at 2:06.60. After Outofthebox's first stakes victory, his connections were understandably more inclined to savor this moment rather than look ahead to another. Plans for the colt's next start are very uncertain, according to Steve Flint, the assistant to his father, winning trainer Bernie Flint. "We're going to take him home (to Kentucky) and let him get over this and not make any snap decisions," the younger Flint said. "If everything turns out all right, he'll have a lot of opportunities to run against older horses. Everybody wants to run in the Breeders' Cup Classic (gr. I), and if he comes out of this race in great shape and we think he'd be competitive, we'll look at it." The Super Derby provided yet another reminder that the race doesn't always go to the swift, rarely to the excessively swift, and never to the excessively swift who's also obstreperous. E Dubai was all that. Having finished second to Point Given, the uncrowned 3-year-old champion, in the Travers (gr. I), E Dubai was arguably the most accomplished member of the nine-horse Super Derby field. And circumstances seemed to favor him. Having won the Dwyer (gr. II) by nearly six lengths in the mud, he had demonstrated an ability to handle the wet conditions, and blessed with abundant speed, he was in position to control the pace. The betting crowd that included 14,421 on hand at Louisiana Downs made E Dubai the 1-2 favorite. But he was obviously unaware of all the affection. In the starting gate, the diminutive colt reared. His rider, John Velazquez, later said he thought E Dubai was going "over backwards." Then E Dubai banged against the front of the gate and then against its back. All that expended energy, of course, would be missed in just a few moments in the Louisiana Downs stretch. Still, E Dubai shot immediately to the lead, and Velazquez eased the colt out from the rail, which seemed the deeper part of the surface, to about the three path. But Rare Cure, who had won the Prelude Stakes at Louisiana Downs, pressed the leader, forcing an opening half-mile in :46.16. E Dubai finally shook clear of Rare Cure after three-quarters of a mile, but at what price? The track was so slow that in the race immediately prior to the Super Derby, a veteran group of starter-allowance horses ran six furlongs in 1:12.87. After running the opening six furlongs of the Super Derby in 1:10.51, E Dubai ran the final half-mile in :55.79. Although he led by almost four lengths at the top of the Louisiana Downs stretch, E Dubai was spent. His head went up, his stride shortened and he seemed unable to find within himself any strength to answer the entreaties of Velazquez or meet the challenge of Outofthebox. Outofthebox, who had trailed in the field of nine during the opening quarter-mile, rallied if not with energy then at least with willfulness. His jockey, Lonnie Meche, explained that early in the race, he focused on keeping Outofthebox off the rail and finding the best path, perhaps a tractor spoor. "I knew they were going fast on the lead," said Meche, whose twin brother Donnie won the state's other major derby, the Louisiana Derby (gr. II), earlier this year on Fifty Stars, "but we started picking up horses, and I just sat on him (Outofthebox) until he let me know he was ready. And then he gave me a good finish." Flint pointed out that the "pace scenario" very much worked to the advantage of Outofthebox. But clearly this was a different horse from the skinny colt who early in the year preferred to stalk the pace and who seemed an unlikely candidate ever to succeed at 1 1/4 miles. Clearly this was a better, stronger, more professional Outofthebox. In the Flamingo, Flint explained, Outofthebox injured the foot of his right hind, or rather a rival injured it for him by stepping on him. Outofthebox didn't race again for three months. And during that time, he grew up and out. "Maybe it was a blessing in disguise," Flint said about the injury. "If he had won the Flamingo, he probably would have run in the Kentucky Derby (gr. I), and look what's happened to all those horses." Not all the horses, of course, but certainly the stars of the Triple Crown series--Point Given, Monarchos, Invisible Ink, Congaree--have been hit by injury while Outofthebox has returned for another round. "But he's put on muscle and matured," Flint said. "He's just now coming around. I think he's going to be an outstanding 4-year-old." Blinkers also made a difference in the colt, Flint said. Wearing them for the first time in an allowance race at Saratoga, he rallied from last in a field of five to beat older horses. "He was green," Flint said. "He didn't pay attention all the time. Once he got the blinkers, he became a student. He's got the talent; he just had to put it on the track. The blinkers helped him." With the victory, his fifth in 13 starts, Outofthebox earned $300,000 for his owners--Elaine, Richard, and Bertram Klein of Louisville, Ky.,--and improved his career earnings to $712,713. The Kleins purchased Outofthebox as a 2-year-old for $135,000. Speaking by phone only a few moments after the race, Richard Klein said the family would donate 10% of Outofthebox's Super Derby earnings, or $30,000, to the New York Heroes fund for the families of the victims of the recent terrorist attacks.