Once a year, for the fleeting two minutes of the Kentucky Derby, Americans are gripped by the excitement of our oldest sport and pastime.

But very few of us are able to go behind the scenes of the sport of kings.

To hang out with the owners and trainers on the backside of the racetrack, to witness the birth of a foal on a cold morning in the Kentucky Bluegrass.

It's all part of a largely hidden world, built on history and tradition, knowledge and luck, passion and blood.

And built, most of all, on dreams.

This is the world of the Thoroughbred.

Funding for this program was provided by... including... "The very, very first steeplechase race was run in Ireland in the 1600s.

Two gentlemen, a Maheny and a Kelly, and one said his horse was faster than the other and they ran from Buttevant to Charlaville and the points in-between were two church steeples, hence the name 'steeplechase.'

And it's just as basic as 'mine is faster than yours and mine is better than yours.'"

"In America, you know, say you're a farmer and we have a horse and I say I bet old Bob can beat your horse and we meet on Main Street on Saturday afternoon.

Everybody bets nickels, dimes, a quarter, a dollar, whatever, and they race down Main Street, you know, and everybody's cheering, throwing their hats up in the air.

To me, that's the essence of horse racing."

It's been a long time since they raced horses down any Main Street in America.

Horse racing today is a multi-billion-dollar industry operating on six continents.

But it's also a centuries-old sport and a traditional way of life, all based on the enduring appeal of a most remarkable animal.

"There's something about the Thoroughbred.

It's long-bodied, it's long-legged, it's the greyhound of horses, and there's an elegance in that."

"You look a Thoroughbred in the eye, you can just see this, like, glint."

"It's not like a car, it's not like a boat, this is a living, breathing animal, one of the most magnificent animals that's ever been created or bred."

"One of the attractive things about Thoroughbreds is that sensitivity and that realization that they need the human."

"People are touched by this animal.

There's something in its beauty, its elegance, its athletic prowess, its desire to win.

Perhaps that's something all of us aspire to be, anyway, and we see this in this breed of horse."

"Those horses that become champions, even though they're running out of air and the horse on the outside of them is in front of them, they have an instinctive desire to beat that horse, even though every breath that they take must scorch like fire, they do it anyway, despite that, and those are the ones to whom we give our reverence and our love."

The Kentucky Bluegrass -- heartland of the Thoroughbred.

Nearly half of all American racehorses are bred on these farms encircling the city of Lexington.

This place is called Stone Farm and the owner is Arthur Hancock.

"This is a great area to raise a horse.

Horses put good bone on here.

There's a lot of limestone in the ground which puts the bone on, I think.

You have to have fresh land, you need to rotate it, just like you would if you raised soybeans, wheat, corn, you know.

I like to have big fields for them to run in.

I think that maximizes their genetic potential.

That's what we do.

We're farmers and the crop we raise is horses."

Arthur Hancock has been a partner in three horses that won the Kentucky Derby.

He bred Fusaichi Pegasus, who won in 2000; he co-owned Sunday Silence, who won in 1989; and he bred and co-owned Gato Del Sol, who won in 1982.

In the old days of the Bluegrass, a veteran horseman skilled at handling and appraising Thoroughbreds was called a "hardboot."

It was a term of respect for the shrewd and stoic men whose boots turned stiff from walking through the wet grass of many early mornings.

"He's quite a character, this fellow.

He's kind of a man among men, really.

He's by Bernandini, of a mare named Owsley."

"If you watch them real good, they'll do special things for you.

And you keep your eye out for them, and they'll do it, just like he was standing up in that rain, you know?

It was pouring down rain, so I said, 'Well, I better check them and see how they're doing.'

Went out there and he was just standing straight up in the air, just pawing at the rain like a boxer, you know, lip just snared back as far as he can get it tight".

"Powell told me about that, I didn't see it, but that gave me chills.

Thundering and just him standing straight up on his hind legs, curling his lip back, looking up at the rain."

"He's just like a showman, you know, you get out there and watch him and he wanted to show off in front of you."

"He's one of the best foals we've had around here since Fusaichi Pegasus.

Fusaichi Pegasus, when he was born, there was about five of us around there and he was just delivered from the mare and, all of a sudden, he looked up and he looked at each of us, just like that.

And I said, 'Look at him.'

And he studied each one of us.

I've never seen a foal do that.

It turned out, I mean, he won the Kentucky Derby.

I did see something special in him.

Now, on the other hand, Sunday Silence was a weedy little foal, just an average foal, you know?

I didn't see anything in him.

I remember when Gato del Sol was a foal.

He was a small kind of foal.

Sam Ransom was here and he did, he kept saying this was the Derby horse.

We'd be turning out the yearlings and he'd say, 'There comes the Derby horse,' so you never know.

I liked the way that he used to say, 'Never say anything about a horse until he's been dead at least 10 years.'"

The official birthday for all Thoroughbred racehorses is January 1st.

Horsemen want their mares to give birth early in the year so that the foal is not small and immature, compared to other competitors of the same age.

Since the gestation period for a horse is a little over 11 months, early spring is both the foaling and the breeding season.

Today, an 11-year-old mare named Cerise is driven across town from Stone Farm to the Stallion Division of Three Chimneys Farm.

Among the several stallions here is Smarty Jones, winner of the first two races in the Triple Crown, the Kentucky Derby and the Preakness.

Early in his career as a stallion, his stud fee -- what you must pay to have your mare bred to him -- was $100,000 and, in a single spring season, he was bred to more than 100 mares.

This morning, Cerise will be bred to a stallion named Point Given, a winner of the Preakness and the Belmont, with a fairly modest stud fee of $15,000, Breeders make a match based on their knowledge of the horses' bloodlines.

"Yeah, we came over to Three Chimneys here, to Point Given, with Cerise, because Point Given is a big, strong horse and she is a smallish mare.

Another thing about Point Given, he could go a distance.

This mare had speed.

As in the temperament, too, this mare's a little fiery.

Point Given's a nice, big, easygoing horse.

My breeding theory is kind of like, if you're a chef, you know, and you got some great ingredients, try to mix em in there and, hopefully, you'll get a great soufflé, you know."

Every year, in America, more than 30,000 Thoroughbred mares are bred to stallions and the Jockey Club of America requires what is called a "live cover" for a registered Thoroughbred.

Artificial insemination is not allowed.

Here in the Bluegrass, the process is so routine that Arthur Hancock would normally not even accompany Cerise to the breeding shed.

He's here this morning to provide some perspective on an age-old process that may appear strange to an outsider, or to a little boy.

"Well, it all started -- my mother said, 'Well, Arthur, you and your father and I need to have a little talk,' so they got me and started telling me about the facts of life.

I guess I was about eight or nine and they wouldn't let me go over to the breeding shed.

There were these big pine trees behind the breeding shed, so I slipped across there one morning.

I knew they bred at 8:00.

I climbed up there about 7:15 and sat up in that tree and waited and they started bringing the stallions and mares in, you know, and I sat up there.

I almost fell out of the tree, I got to laughing so hard.

That was kind of my first introduction.

And, of course, as I got older, I mean, it was a very serious matter -- that's how we make our living.

But I was just a kid, you know, it was just mind-boggling to me."

"Today, everything couldn't have gone better.

She got a good cover and the mare is in great shape.

Now she needs to ovulate and then, hopefully, she'll get a foal."

The farms where racehorses are bred and raised constitute one territory in the world of the Thoroughbred.

But racetracks are where they train and compete.

Here, trainers like Jeff Mullins work on contract for owners, preparing their horses for race day.

"You get to see these horses grow, just like I Want Revenge, you know.

We got him as a baby and we got to watch him grow and all the stages they go through until they get to the point, and it's pretty amazing, you know.

And to know that you helped that horse get to this point, from where he was, you know, it gives you a good feeling."

I Want Revenge is the betting favorite in the upcoming Wood Memorial at Aqueduct.

A series of prep races lead up to the Kentucky Derby.

The Wood is one of the most important, with the Derby only four weeks away.

"He looks like, kind of sleek and agile, a body type and a style that would fit well in a 20- horse field like the Kentucky Derby because he could get himself in and out of trouble.

"And it's a battle between Mr. Fantasy and I Want Revenge and I Want Revenge is now winning the battle!

I Want Revenge is in front!

"The one thing that I'm looking forward to today is to see how does he want to run.

His two wins have come on the pace, but it looks like, to me, his connections want to see him come from off the pace, which, we'll see if he can do that successfully in a race like the Wood."

"I also like Imperial Council here, Suzanne.

You mentioned that he should be closer to the pace and, in his three previous races --" "Imperial Council kind of impressed me -- all his races, up until the Gotham, were sprint races and he has a pedigree that suggests that he should like a longer distance of ground.

He's a very interesting horse."

"You know, I don't like to take a horse out of his game too much, you know?

I mean, you know, I think there'll be plenty of speed in here in the Wood, so, you know, we will be up there on it.

I think we'll be laying a little closer that we were in the Gotham, because I think you're gonna need to, but a lot of that's gonna dictate what goes on during, you know, the early stages of the race.

I think the distance is to his advantage."

Imperial Council is owned by a partnership called Sequoia Racing and is the second favorite in the Wood Memorial.

"I bought him in 2007 at the Keeneland September sale.

When I went and saw him, I really liked him.

I thought he was very athletic and balanced and seemed to have an intelligence and a confident personality that sort of resonated with me.

Of course, I mean, I don't think you ever know when they're good, until they step out here and really do it, but he seemed to have a special quality about him."

"We got into the business as official horse owners.

I mean, we dabbled, but, I mean, we got serious in 1999.

Horse racing became more of a full-time thing.

And then the luck that we feel, to have I Want Revenge now, is just hard to even describe.

I'd never bred anything and I just thought, you know, we'll try getting into the breeding business."

"And we flew back to Kentucky and when we flew back to see Maggio --" "She was my first brood mare."

"She was pregnant with I Want Revenge, but I got to hug I Want Revenge in her belly and feel him kicking and I was kissing his belly and I'm like, 'Ohh,' you know, and I was talking to him, but I didn't even know it was I Want Revenge, and now, I'm like, oh, my gosh!"

I Want Revenge drew post position number one.

"Obviously, we're in kind of a spot where we drew the one hole.

Sometimes you can get bottled up and you don't get free running room and it may cost you the race.

Joe Talamo's riding him."

"I Want Revenge -- I've worked him, you know, almost twenty times in the morning."

"If they're getting on him in the morning and they're riding him regularly in the afternoon, usually, all you have to do is tell him good luck."

"You know, I believe I have the best horse in the race and, I mean, he's training better than any I've ever had, so, you know, hopefully, we'll get a good effort and we can go to the Derby."

"Nothing bothers him, really.

I mean, he's a pretty aggressive kind of horse, you know, he's got a strong constitution and he doesn't let anything bother him.

"I'm in this business because I could tell, from a young stage in my life, that it was really what I wanted to do and what I loved and had a passion for.

I grew up on a farm that my mother ran.

My grandfather started Keeneland along with a couple of other gentlemen in the '30s and I just sort of grew up around the whole experience of horses and racing and breeding and, I mean.

it was always there in my life."

"I mean, my original start was me and my buddies realized we couldn't get in because we were 13, so we snuck under the fence and we didn't know, but it was one of the biggest nights of harness racing.

We saw what was going on and then we tried to bet and we realized we couldn't bet and one of the security guards placed bets for us that night.

And we actually all won that night and we didn't know what we were doing, just -- "He kept winning, that was the problem.

And his mom found all this money in his drawer and said, 'What are you doing, what are you doing?!

Are you dealing drugs?'

and he goes, 'No, mom.'

And took his mother to the racetrack to show her what he was doing and his mother was, like, really doubtful and she ended up -- All of sudden, he was watching the race and the mom was screaming because her horse was coming in and he looks back and he goes 'This is my mom.'

So she ended up winning money and then she understood it."

"Off the boat from Kiev, my mom.

Little Russian woman, you know, with the accent."

"Screaming and jumping up and down."

"As a kid, I remember, when I used to go to the farm with my mother and I was just learning how to read the racing form and that sort of sparked the interest about the Kentucky Derby and I started looking at the people that had won the Kentucky Derby and saw that Calumet had won seven times.

But the Derby's always been a fascination for anybody that's in this business."

"Well, It's kind of something that, from we're sitting, it's a dream.

It's something we always dreamed of, but to think that it was ever going to happen was absolutely out of the question.

We'd always look for the Churchill Downs condition book when it came out at the beginning of April, to see if we could get lucky enough to run one on the undercard.

We did it in 2005 -- we went back there and we ran on the undercard and we won."

"That was fun!

Oh, my goodness, we were walking out to the winner's circle and David goes, 'Turn around and look where we are.'

and I turned around and I saw the grandstand and I'm just like, oh, my gosh.

And having a horse in the Derby?!

Is just a dream, and to win it, you might as well pick us up, we'll be on the floor.

Because, you know?

It's just too much to ask."

Finally, the day of the Wood Memorial has arrived."

"It's a big step we can take."

"Oh, I know."

"Good luck."

"They're in the gate.

And they're off in the Wood Memorial and Ohhhhhh!

I Want Revenge broke last fr om the field.

He was absolutely flatfooted at the break and he is left at the back of the pack.

And Lord Justice takes the field round the first turn.

Atomic Rain is second.

Imperial Council?

Much closer to the pace today.

And, last of them all, Joe Talamo, is relatively unhurried with I Want Revenge after that disastrous beginning.

As Lord Justice leads the field down the back stretch run, Edgar Prado's got Imperial Council right up there on his heels in second.

Behind a moderate half-mile of 48 seconds, Atomic Rain is third, toward the inside.

Just a Coincidence is fourth.

I Want Revenge no w is commencing a bid.

He's just outside the half-mile pole and he's five lengths fr om the leader and the leader is still Lord Justice.

Imperial Council, just a little nudge there, still a length behind, Lord Justice, still holding him off.

I Want Revenge is only three lengths from the lead, But he's in behind a wall of horses as the field turns for home in the Wood Memorial!

Lord Justice, Imperial Council, Just a Coincidence.

Can I Want Revenge get running room?

He's in tight, he's found a narrow seam, and he is coming, indeed!

I Want Revenge comes on through to take the lead!

Woodside Buddy?

Second on the outside.

A remarkable victory for I Want Revenge today!

Coming from last place, overcoming trouble almost throughout, to win the Wood Memorial."

"We won!"

"Congratulations."

-"Hey, thanks.

You too."

"How many heart attacks during the race?"

"Pretty straight jockey.

I mean, he's 19.

He stayed calm.

He didn't do nothing wrong."

"Paddled the gate a little bit and he stepped back."

"I almost had a heart attack three times."

"Yeah, we got one more show to go to."

Thoroughbred racing is a very simple sport -- 'my horse can beat your horse.'

And, some days, when my horse beats your horse, it means that my horse is going to the Kentucky Derby, and yours is not.

Horse racing is the oldest sport in America, but racing, as we know it, and the Thoroughbred breed, were born in the British Isles.

Knights in a full suit of armor had required a sturdy, sure-footed horse, but, by the late 17th century, horsemen were eager to breed their heavier British mares to stallions that were sleeker and faster.

They found them in the Arabian desert.

The unique identity of the horse in the culture of the desert was captured by Amir Abd-el Kader: When Allah created the horse, he said to the South wind, 'I will that a creature should proceed from thee.

Condense thyself.'

And the wind condensed itself.

Then Allah said, 'I have called thee horse.

Thou shalt fly wi thout wings.'

Then he signed him with the sign of glory and of good fortune -- a star in the middle of the forehead.

With the beginning of the 21st Century, The Thoroughbred has returned as the symbol of a new Arabian identity.

This is Nad al Sheba racetrack in Dubai.

The winning horse with the jockey in blue silks is from Godolphin Stables.

The trainer is Saeed bin Suroor.

The owner is Sheikh Mohammed bin Rashid al Maktoum.

Sheikh Mohammed is the ruler of Dubai, one of the wealthiest men in the world, and the owner of hundreds of Thoroughbreds on farms all over the world.

"I try and get over as much as I can, because, obviously, it's fantastic, racing here at Nad al Sheba, and it's a great atmosphere.

Yesterday, I was in Miami for the 2-year old sale.

I just got in last night.

But, no, definitely, try and get here as much as I can.

I recommend it to any racegoer.

it's a great night out.

I fell in love with horses and I was naturally competitive, I loved sport, so I used to go racing at Ascot when I was about 11, 12 years old.

I loved the color, I loved the smell, I loved the jockeys.

Getting their autographs was a huge event, to me.

Talking to the trainers, pretending I knew what I was talking about.

And I really fell in love with the atmosphere of horse racing."

"There were the first three Thoroughbreds.

One was called Darley Arabian and he was found in the Middle East by an English cavalry officer and brought back to England to be mated with the hunter mares, along with a horse called Godolphin and a third horse, called Byerly Turk, and all Thoroughbreds go back to one of those three.

And it is no coincidence that our racing companies are named after the first stallions."

"It's no secret Sheikh Mohammed once said how much he would love to win the Kentucky Derby.

Now, he loves to win the Kentucky Derby because the Kentucky Derby is, to horse people, an Everest.

It's a Mount Everest and Sheikh Mohammed loves climbing Mount Everests.

But, secondly, purely and simply for Dubai.

90% of households know who won the Kentucky Derby that day and if it means that 90% of Americans know about Dubai, know about Sheikh Mohammed, know that there are good people who live in the Middle East, imagine what impact that can have, imagine what impact horse racing can have on American society.

"What's the number?"

"Oh, we have a 377-- again.

-"Lucky 7, okay."

On the backside at Aqueduct, a racing official confirms the identity of every horse, using lip tattoos and "night eyes," the fingerprintlike marks on a Thoroughbred's legs.

The backside might seem like a strange place, to an outsider, but, for the grooms and riders, track employees and trainers, the backside is home.

"In many ways, the backside of the racetrack is a community, in and of itself."

"Inside those grounds, all bets are off.

It's not a normal society, but that's why we love it.

It draws people who are fascinated by that and who like hanging out with characters."

"The thing I love about the racetrack and the community on the racetrack is that there's not a lot of political correctness back there and we like it that way."

"It's almost like a freewheeling culture that harkens back to old days, where people are not bound by convention."

"I love the people on the track for that.

They're really real."

"It's bound by its own rules, which aren't really rules."

"My husband's a horse trainer and he trains for people that have more money than God and so they'll come back to the barn after a race and they'll be down there, talking to that horse's groom and that groom is named Enrique and he's from Mexico.

Where else are you going to find Enrique from Mexico talking to this person who comes from generations of wealth?"

"For a few minutes, there are no class distinctions, because the horse erases all of that.

I can't explain it, but wasn't there a saying that all men are equal on the turf and under it?

And I think that really says something about what the Thoroughbred does."

Today, a majority of farm and backside workers are from Latin America, but for decades before, most of these positions were filled by African Americans.

"The guys on the backside, they used to joke with each other, everybody had a nickname.

So, my dad, they called him 'Scotland Yard' and so they decided to call me 'Scrapyard.'

And, since I was Yard's son, I was 'Scrapyard', my little brother was 'Junkyard'.

I want to introduce this special lady here.

This is my mother, Irene Winston, which worked at Churchill Downs backside when they had a black kitchen and a white kitchen, and the memories within her head are golden."

"Derby Day on the backside was something to behold, because people came from all over the world and from all over the United States.

And people with no money came.

And on the backside, they had a fence back there and some of the guys would go cut 'em a hole in the fence and if you had a quarter, you could come in, if you had 50 cents, you could come in, and if you didn't have a dime, you could come inside that track.

And when the Derby race come, barn number one -- I don't know if it's still there or not -- they'd go up in the top of the barn, the grooms would, go in the top of the barn to watch the race, because you could see it better, back there, than you could on the front side."

"Well, at the time, Freddie and I, I guess we were 17, 16, 18, around that age, and it was just like a big, happy family.

Once you went into the gate of Churchill Downs, it was like a family, black and white alike.

Somebody would pull out a deck of cards, you might play what we call 'racehorse rummy.'

And then, after a while, somebody would be winning so much, they'd say, 'Well, here, I got some craps,' and then we'd start shooting.

But there never was no violence, no cursing, nothing rude.

It was gorgeous."

There was a time, in horse racing, when many of the top trainers were black, and many of the top jockeys.

In the first Derby, 14 of the 15 jockeys were black and they won 15 of the first 28 Derbys.

Isaac Murphy won the Derby three times and still holds the record for the highest winning percentage in the history of racing.

Another great rider, Jimmy Winkfield, was the last African American to win the Derby, in 1902.

With the 20th century came change.

Southern blacks began to leave the farm for the city.

Jim Crow laws, and prejudice, generally, squeezed jockeys and trainers out of the game.

African Americans found themselves limited to the lower-paying job of groom, or what they called a 'guinea.'

"A guinea is what they now call grooms, but there was a difference because, in those days, a guinea gave a horse more affection, more time.

They understood the animal.

They could tell, from one day to the other, 'Hey, boss, something's wrong with him this morning.

He ain't stepping right' or 'He didn't clean his feet.'

I mean, they were on top of everything.

It was just a pride thing, something that those guys grew up with.

I mean, you had to earn your guineamanship, I'll put it like that."

"Your stripes."

"The opportunities that we had were very slim and, with him wanting to be a rider, as kids, we used to daydream that he was going to be rider and I was gonna be this trainer and he was gonna ride for me and we were gonna win the Derby and, you know."

"We talked about that all the time."

"I mean, we're only human, we daydream.

And our opportunities wasn't like other peoples, you know what I mean?

I just put it like it is, you know.

In fact, when I got my license, I had to go elsewhere, you know, and I'm not saying that it was -- I mean, it was even my own people, you know, that were negative about me being who I am, you know.

And I was living my dream, even though I didn't have the best horses, so that's what I'm working my way towards.

You know, maybe it'll happen, you know."

"And I still ride for him and we'll still win the Derby."

"Sammy, I don't care if I have to roll you up on a wheelchair and put some Super Glue in your back pocket."

[Laughter] In the centuries-long history of racing, it is only in the last fifty years that women have become jockeys.

Donna Brothers learned to ride from her mother, Patti Barton, who, for many years, was America's winningest woman jockey.

"A good rider, whether it be male or female, is more sensitive to the animal.

Far more races are won and lost with what goes on in your head than what ever was with a whip.

Fillies and mares are more likely to be no-stick horses than colts or geldings.

You might show them the stick, but don't hit 'em with it, don't touch 'em with it, or they'll pull up.

They will stop running.

I've said they're a lot like women -- you can ask them to do something, but don't demand it from them, or they'll tell you to go to hell."

"And she's right, there's a filly, too, that I rode and I turned for home and I was four in front and it was the first time I'd ridden this particular horse and, as I felt the field coming to me, I turned over my stick and, just from her reaction, I could tell this isn't gonna be good, so I just put it back away again and just went to hand riding her and she won, by about a half a length.

And when I came back, he said, 'How did you know not to hit her?'

He said, 'I was kicking myself, from the time you left the paddock, because I forgot to tell you that.'

And I said, 'Well, she told me.'

And they do tell you, if you just listen.

A guy named Michael Downing and they had this little horse named Mighty Mike.

Mike got me to ride the horse because it'd only run well for his wife, Debbie, and he wanted another girl.

And so, honestly, I came up under my mother, who just taught me that I'm not a girl, I'm a jockey.

So, anyway, the horse breaks really well and I'm like, 'Okay, this is good.'

Well, we turn up the backside and he just starts dropping back on me and I was like, 'Come on, Mighty Mike, don't do this to me,' and I said it out loud, because I really wanted to ride for this guy.

And he just picks up the bit and starts running again.

I was like, 'All right, there you go,' and he keeps running.

I had to talk to him the whole race.

He ended up running second.

He didn't win, but I came back and I said, 'Debbie, do you talk to your horses when they run?'

and she said, 'Oh, yeah, all the time,' and I was like, 'He doesn't need a girl, he needs somebody who will talk him through it."

"I'd read all the horse books in the library, all the 'Black Stallion' series, okay?

And I was a horse-loving kid and left home after I graduated from high school to go rodeo.

I trick-rode and rode saddle broncs.

And women were just starting to ride and I decided why shouldn't I give it a shot?

So I was the best woman in the country to become a jockey.

And the horses I got to gallop were the ones that somebody else didn't want to gallop.

I would have horses that would go on to the racetrack, rear up, fall over backwards.

Within 30 minutes, in the kitchen, they'd say the same thing, 'That girl fell off again today.'

And that's the thing about being a female in this business -- you had to work three times as hard and be twice as good to be considered half as much as the next, male, rider.

"Mom really ended up having to be a scrapper.

She got to where her reputation preceded her and she would, like, go to a new race meet and guys were afraid of her.

Jason Servais, who trains horses, he said, 'I was scared to death of that woman.'

He said, 'She was so strong.

Like, I'd see her with her muscle shirt on and her arms were twice the size of mine.'

At that time, if she hadn't done it the way she did it, the guys would just run over the top of her.

And so she wasn't afraid to fight and, as she's often said, there was no way for her to lose a fight.

If she won, they got beat up by a girl and if she lost, they beat up a girl."

"What a great way to make an easy living.

It's a tough way to make an easy living."

"Over here."

Beneath the Aqueduct grandstands, the silks room manager prepares for the first of the eight races that will be run this day in early April of 2009.

"Okeydokey.

Race 1."

Like football or baseball, horse racing fans come for the color and pageantry and for the fierce competition, yet, racetrack attendance has fallen dramatically over the last generation.

What's less well known is that the 'handle' -- the 'money wagered on horse races' -- has remained relatively high.

The enthusiasm of the average fan for watching a race is directly tied to their betting interest.

Imagine, for yourself, that you've just bet $100 on Lady Elaine.

Now, watch the race.

[Bell rings] -"And they're off!

Lady Elaine on the outside and between horses -- and there goes City in the Clouds.

And Supervision is back, fo urth, in the early going here.

Up the chute with Lady Elaine, up there now, 3/4 of a length.

City in the Clouds?

Trying to keep company with her.

At the half, Lady Elaine in 46 and 4/5 seconds.

In a drive now is Supervision, just in behind the lead, while running in third.

Here's a seam for Supervision!

Here's the final 1/16th.

Lady Elaine to grab!

Supervision?

Trying to reel her in.

Time running out.

Lady Elaine?

Still there!

It's close!

It is... Lady Elaine, by a nostril!

"I do know, that first day I won, which, every horse player will tell you, is the worst thing that could ever happen to you.

You win your first time, you're gonna spend the rest of your life, you know, thinking it's that easy.

I not only won, but I came away quite confident that I, you know, had the game pretty much licked.

I'm an action junkie.

I love the kind of adrenaline flow that comes from gambling, having the illusion of some, you know, there's probably some messianic element in there.

Having the illusion that, if you keep the winning streak going long enough, you'd never die.

Three in the $1 exacta boxes.

The 5 with the 2 and 3.

In 2001, Landesman won more than $1 million on the Kentucky Derby.

In 2006, he did it again.

"I even say, 'Why should he continue to bet the Derby?'

The chances of doing it once are 1-in-10-million.

Your chances of doing it twice are, like, 1-in-2-billion.

Your chances of doing it three times, you're in the trillions, now.

So I said, 'Why even bother to bet the Derby?'

As Yogi Berra said, 'Predictions are difficult, especially involving the future.'"

"Nobody goes to the track, anyway.

90% of the money is bet offtrack.

Most money, these days, is bet either in parlors, like this, or people sitting in front of their computers and betting.

When you go to the racetrack, it's a vast, empty shell."

"Which is too bad, because the ambience of the racetrack itself, the color and the feel of it, is special.

There's no place like it.

Horse racing has a great romance to it.

It has horses and the jockeys and their colors and the stories of the owners.

It has a great human and an animal dimension to it.

There's live beings that you don't have in a slot machine or a roulette wheel or a deck of cards.

The rhythm of the racetrack is so wonderful.

A race every 30 minutes, you slowly build to this payoff, that the whole thing lasts only a minute.

Somebody once said 'It's a little like sex -- there's this big buildup, it lasts a minute, and everybody smokes a cigarette afterward.

You know, my day job is in the theatre.

I love the theatre because it's passions.

You know, there's not that much passion in a lot of normal businesses, but there's great passion in some fields.

Theatre's one, horse racing's another."

"The great racetracks weren't built by municipalities, like football stadiums or baseball stadiums.

They were built by a group of wealthy people that were into the sport, for the sport, and it wasn't a business.

Belmont Park was owned by the Westchester Racing Association.

They had a huge office on Park Avenue and they never showed a profit.

They weren't concerned about showing a profit.

It was their sport.

They wanted to have the most beautiful setting to attract the best horses and the best races and, at the end of the year, when that racetrack lost $1 million, all the members that were members of the Westchester Racing Association got a little bill in the mail.

They wrote their little check out, sent it in, and never missed a beat.

The foundation of what we do here is sport, it's not business."

"In the 1880s and '90s -- '90s, in particular, horse racing didn't have any sports to challenge it.

It was the sport of America and that was a golden age.

You had these robber barons, these mining kings, these wealthy titans, who were spending their money on racehorses, so what is driving these men to do this?

It's ego, it's that competitive, go-for-the-throat instinct they knew from Wall Street, or wherever it was they made their fortunes.

These were the people they were.

That was the beginning of the patrician stables that lasted, endured, through successive generations, into, I'd say, the 1960s."

Although most lived in New York, the great families looked to establish their racing stables in the Bluegrass region of Kentucky.

Here, in the mid-19th-century, Robert Aitcheson Alexander had employed the science of animal husbandry and the aesthetics of British landscape design to develop livestock on his family's Woodburn farm.

Alexander was especially known for his Thoroughbred bloodstock.

His stallion Lexington was the leading sire for 15 years.

By the turn of the century, the union of Gilded Age fortunes and local horse expertise had given birth to the classic Bluegrass horse farm.

"They were breeding to improve their own stock, so that they could keep having the best horses.

They didn't go into this with the idea of selling everything on the farm.

So they were constantly breeding to the best horses out, they were breeding for soundness, they were breeding for endurance, they were breeding for all the right things to improve the Thoroughbred."

By the mid-20th-century, the Bluegrass horse farm was emblematic of the good life.

This farm, Calumet, was named for the baking powder brand of owner Warren Wright.

It was on its way to becoming the greatest Thoroughbred stable in history.

Starting with Whirlaway in 1941, Calumet won eight Kentucky Derbys, a record that may never be broken.

The pinnacle, perhaps, was 1948.

Early that year, trainer Jimmy Jones introduced the latest of Calumet's highly touted 3-year-olds.

The colt's name was Citation and the stage for his debut was in Southern Florida, at the fabulous Hialeah.

"This was their sport.

It took a great deal of wealth, it took a great deal of time, and it took a great deal of patience.

And the money is easy and the time sometimes is easy, but the patience is a little bit difficult to attain.

And we work with a very unpredictable, fragile animal that may have cost a lot of money and you may have owned its mother, its grandmother, its great-grandmother, and its great-great-grandmother, and your father owned some of them and your grandfather owned some of them, so you've got all that tradition and you've got all of that time, that money, that patience, wrapped up in it, and then you're part of it, then you're part of the fabric.

They didn't do it, so much, to win, but they did it to be part of something that was great."

Citation won both of his races at Hialeah and went on to win the Derby, the Triple Crown, and 19 of his 20 starts.

Many consider it to be the greatest season, ever, by a Thoroughbred.

In 1950, Warren Wright died, and his widow, Lucille, carried on Calumet's winning tradition.

A few years later, she married a Hollywood socialite, writer, and retired admiral named Gene Markey.

Over the next couple of decades, the industry, and the world, changed.

Newer generations of the great families lost interest in the sport and the era of bloodline consciousness, human and equine, was fading.

A young trainer, recently hired by Calumet, arrived at the farm and became a witness to its last great days.

"The admiral and Miss Markey.

I'd worked for them about a month.

They wanted me to come down from New York to see the yearlings.

I fly down here and land at the airport and there's a Rolls Royce with a chauffeur waiting for me.

He grabs my bags.

People are looking at me.

I'm going, 'Man, like, yeah, this is unbelievable' I go to the main house here on the farm and there's Charles the butler and he said, 'Let me have your bags, Mr. Veitch.

The admiral and Miss Markey are out in the trophy room.

Would you like to have a cocktail before dinner?'

Now, here's a man that, before he married Lucille Markey, he was married to Hedy Lamarr, Joan Bennett, and Myrna Loy.

I mean, he was absolutely charming.

He was old and infirmed, but he was still charming.

We sat around and had a drink or two and then I went upstairs to change, to put on my tuxedo, and Charles the butler stopped me and he goes, 'Mr.

Veitch,' he said, I noticed that, when your man packed your bag, he forgot to put in your bathrobe, your slippers, and your pajamas.

And I have taken the liberty of sending the chauffeur in to Lexington to get those articles for you.'

I didn't have the heart to tell him that, first of all, I didn't have any pajamas, nor a bathrobe or slippers, much less a man to pack them, but I said, 'Charles, I'll have a stern word with him when I get home.'"

"This is the main training barn for Calumet Farm.

It was originally built back in the '30s and this is the barn where all of the great Calumet horses got their start.

This was where they saw their first bridle, felt their first saddle, they were born 200 yards from here and as foals, weanlings, yearlings, one-year-old horses, they matured and developed on these great green fields that are surrounded by these white fences that became so much of the tradition of Calumet Farm and, certainly, the tradition of one of the greatest racing stables the world has ever seen.

And to think of the horses that were in this barn over the 40 or 50 years that Calumet was a powerhouse in racing -- Citation, Whirlaway, Bardstown, Iron Liege, you know, Derby winners, Triple Crown winners -- it's an amazing feeling, to kind of look at these empty stalls, some of them, and realize the greatness that was inside them."

The horse racing triumphs of the great families may be a fading memory, but men of commensurate wealth and ambition, like Sheik Mohammed of Dubai, still long to possess the beauty and power that is the Thoroughbred.

"We would probably have seen most of the top yearlings five or six times before they would get to the sales, so we have a fairly good idea, before we get there, which horses we are going to be focusing in on.

Now, you've got the pedigree.

No matter what you say, professional sportsmen have more chance of breeding a professional sportsman than a dentist does.

Then you look at the horse.

Is he an athlete?

When you see Usain Bolt walking down the street, you've got a pretty good indication he can run."

Sheikh Mohammed and his agent, John Ferguson, are regular buyers at the Keeneland September yearling sale, where they have spent millions of dollars on the purchase of untested, one-year-old Thoroughbreds.

"Sheikh Mohammed came to Keeneland a long time before I did.

I think it was about 1978, his first trip over.

And he came over with his brother and some friends.

They had decided they wanted to buy some Thoroughbreds in America, but hadn't actually done a great deal about research.

So they arrive at Lexington, try and find a hotel, and, of course, it's Keeneland, Julytime -- every hotel is full.

So they stay in a motel, which, of course, Sheikh Mohammed has never stayed in a motel before and he says his first experience was going into his room, picking up the telephone, asking for a cup of coffee, and being told, 'Get it yourself!'

and then the phone went down -- that was his first.

He loves it so much, telling that story.

So, he's come a long way in Lexington since then."

In the fall of 2008, Sheikh Mohammed and Ferguson are particularly interested in a sleek bay filly, hip 147.

Instead of sitting in the auction ring pavilion, the Godolphin team and several of the other big buyers stand in the back, near the holding chute, just behind the auction ring, and follow the action on a video screen.

[Auctioneer calling] Bid spotters in the back relay the bids to the auctioneer out front, but you have to look closely, to even realize that Ferguson is bidding.

[Auctioneer calling] [Exclaims] [Auctioneer calling] [Exclaims] "You've got to accept the fact that you're going to be wrong most of the time, but you pray you're going to be right a sufficient number of times to make the whole exercise worthwhile.

Is it nerve-wracking?

Yes, it should be nerve-wracking, because you're spending somebody else's money and you're spending a lot of it.

But, then, on the other hand, you've also got to accept the fact that, the majority of times, you get it wrong.

You know, because every time you go in there, you're going in to try and buy the winner of the Derby."

Challenged by contenders in the pavilion, the bidding on hip 147 moves quickly from $1 million to $2 million to $3 million.

Finally, Ferguson bids $3.1 million, the bidders in the pavilion resign, and the filly belongs to Sheikh Mohammed.

The Sheikh typically spends more than $45 million a year on the purchase of Thoroughbreds.

"Of utmost importance was the clash, the confrontation in the sales arena at Keeneland in the early 1980s, of Sheikh Mohammed from Dubai and the Irish/English group called Coolmore.

And they all wanted the same thing, they wanted offspring of Northern Dancer to take back to Europe to race on the grass races there.

Talk about titans -- they made the titans of the 1890s look like child's play.

These were global moguls.

So, they used to park the airplane from Dubai, with all its Arab script on the side.

I remember the traffic being lined up out on Versailles Road, like, 'Oh, my gosh, look at this at our airport, what is this?'

Well, it was the industry being changed, that's what it was.

And you had these, once again, rich men with egos, and none of them were going to back down.

So we saw $13 million yearlings sold, records flew.

And so, what was happening?

The whole thing was changing.

The private stables are gone, the old guard of the game is gone, and it's now a business.

"The great families of America, in the old days, were what made this business great, in so many ways, because they did have these lines and racing was the first and primary objective."

"Why have we not seen another Triple Crown winner?

People believe it's because a horse, simply, the modern-day horse, cannot endure that five grueling weeks.

And I think you can time it to when these patrician stables disappeared."

"Because, nowadays, so many people are breeding to sell that it's actually doing the business, in the long-term, a disservice.

Too many people regard the Keeneland sales ring as more important than the paddock at Churchill Downs on Derby Day.

The Keeneland sale ring is their Derby, and that is a worrying trend.

"Well, I'll never forget one battle that took place right here.

Sheikh Mohammed was standing in the back, with one advisor, and the Coolmore representatives were on the inside with their trainer, Lukas, Wayne Lukas.

They hooked up on a big, strong brown colt and they had a bidding war that we'll never forget.

And they were just bopping along at $100,000, up to $500,000 bids.

Sheikh Mohammed had this, like, eaglelike look in his eyes.

He didn't take it away from the bid spotter back here.

And you could see the intensity, that he wasn't gonna be beat by his rivals that he runs against every weekend in Europe in some big, major race.

It turns out the horse wasn't worth a pile of beans.

He never won and, to make it worse, he was infertile, as a stallion."

"That's -- I saw his dad the other day."

"That's -- out of Cerise.

That's the mare that was bred."

Returning to Stone Farm several weeks after Cerise was bred to Point Given, we also had the opportunity to see some home movies suggesting how deep the tradition of Thoroughbred breeding runs in Arthur Hancock's family.

Confederate Captain Richard Hancock started the business in Virginia after the Civil War, but it was in Kentucky that his son Arthur established the legendary Claiborne Farm.

The Hancock in coveralls is Arthur Jr, nicknamed 'Bull,' who took over from his father in 1949.

He's supervising the unloading of the great European stallion Nasrullah.

Over the generations, the Hancocks lent their expertise to several of racing's great families -- the Phippses and Woodwards and the Wrights of Calumet.

In fact, Bull Hancock stood the leading stallion in America every year from 1955 to 1969.

But he failed to realize his greatest dream: Bull never won the Kentucky Derby.

His sudden death in 1972 thrust the future of Claiborne into doubt.

Instead of leaving the farm directly to his sons, Arthur III and Seth, an advisory group was given control.

Chafing under the advisors, Arthur walked away from Claiborne and founded his own operation, just down the road, at Stone Farm.

Seth and Dell Hancock stayed on at Claiborne.

In the long run, both farms found breeding and racing success, and both won the Derby, the unfulfilled dream of Bull Hancock.

"Yeah, I went over with him and his best mare was named Continue.

She was foaling.

They called and we went to the foaling barn and when we got there, she foaled and daddy asked James Christopher, the foaling man, he said, 'What we got?'

He said, 'It's a filly, Mr.

Hancock.'

And he just -- There was a water bucket that sat outside the stall and he kicked that thing and water flew up in the air and it rolled down.

He said, 'All I get are these fillies.'

Because he wanted a colt to try to win the Derby.

And so he stomped -- He was mad and he stomped around there for a minute and then he said, 'Well, is she all right?'

And Jimmy said -- And he held her up by one ear and said, 'She's just got one eye, Mr.

Hancock.'

And I looked and there was just a socket for one eye.

It was like my father just exploded.

And the feed tub was sitting out there.

It was an aluminum feed tub.

He kicked that thing and it went up in the air and rolled all the way out the barn and he said a few choice words and then he told me to get in the car.

That foal was named Tuerta and it ended up being the dam of Claiborne's first Derby winner, Swale, who was born after my father had passed away.

And it was very strange, it was almost like it was destiny."

"You can plan a mating and then have a foal that, you know, is born, that's maybe not exactly right or, you know, it's very sickly.

It's one big risk.

But when you come up with that good horse, it's the thrill of a lifetime."

Cerise, the mare bred to Point Given in 2008, is pregnant, and due to deliver in the spring of 2009.

In order to qualify for the Kentucky Derby, a horse must be one of the top money-winning 3-year-olds, and one of their last chances to win enough money is the Bluegrass Stakes at Keeneland.

The 2009 winner was a 14:1 longshot horse named General Quarters, owned by a longshot owner, a retired school principle named Tom McCarthy.

"Surprising a lot of people, but not his owner/trainer, Tom McCarthy.

Mr. McCarthy, just an excellent job with this horse.

This is something special for you."

"Yes, it is.

He trained like a champion all week and, after that breeze last week, I knew I had him right where I wanted him and I think he exhibited the tenacity to go on to the Derby."

"As a former high school principal, could you ever see this happening, have a Bluegrass horse a winner and a Kentucky Derby contender?"

"I was hoping."

Two weeks later, and Derby Week has begun.

Morning workouts attract big crowds and big media.

"25 to 30 years ago, the major dailies in New York, Chicago, L.A., Miami, and Louisville, Lexington, all had full-time turf columnists, almost-daily turf columnists, covering the racing.

Today, there's only one full-time turf columnist that I can recall, and that's Jenny Reeves in the Louisville Courier-Journal.

The New York Times doesn't have one, The L.A. Times doesn't.

So, it puts racing in a difficult position of creating the avenue to attract and interest the new fan."

Too often, the sport attracts the attention of the general public, for all of the wrong reasons -- The use of drugs and steroids on horses, the breakdown of horses on the track, the slaughter of horses after their racing careers are over.

There is a long litany of problems.

"The Chinese believe in the principal of I Ching -- things only change when they get so bad that they can't remain the same.

And I think that we're very close to that point.

The problem is you have 38 racing jurisdictions, all of which has their own little fiefdom and power base that they want to control and giving that up is very difficult.

However, despite all the bad news, there are wonderful occasions in which people gather to enjoy this sport, the animal is noble, for the most part, the people want things to be better.

It simply has to be that they get together and just about everyone who's a serious fan of the sport would like to see a commissioner.

Minutes ago, I was in the elevator with someone and an argument pursued about what people are really interested in, in the sport.

And the fellow I was arguing with said the horses.

Well, that's not true at all, it's the people."

From East coast and West coast, favorites and underdogs, all of the owners and trainers come together for lunch during Derby Week.

Among them is the owner of the hot horse, David Lanzman.

"You know, I thought, coming here, I did kind of expect kind of an undercurrent of resentment that I'm some knucklehead ex-musician with earrings coming from Hollywood, that doesn't know what I'm doing and just kind of fumbled my way into this.

And not even one person -- there's just been nothing but kindness and respect and everybody's just been so far out of their way, I couldn't be happier with that.

We do love the game and we might not look like the bluebloods, but our hearts are.

One of the things that I love about this game -- and it's probably what draws me to it, more than anything else -- I don't think you can name anything else in the world that would cause that reaction, to cause adults, that are businesspeople, to just start jumping on each other.

Nothing will do that like winning a big horse race."

"It's a like a roller coaster, you know.

One thing about horse racing, you learn, the highs are so high and, right now, we're at the peak and, like you said, if you don't win, it goes down and you have that real letdown for a little bit and you're just like, you've gotta regroup."

"You're gonna fail 8 out of 10 times, if you're extremely successful.

A 20% winning percentage is great, in this game, and you've got to be able to take those eight losses and, to us, the two wins make it more than worthwhile."

Tom McCarthy owns a 13-acre farm in suburban Louisville.

General Quarters is his only horse.

Besides owning and training General Quarters, McCarthy also grooms his horse, with the help of his son Tom Jr. "Naturally, I want him to run to the best of his ability and I think his ability is probably just as good as anybody over there.

If he gets the breaks, I know he'll run a good race.

The only thing we're worried about is that stampede into the first turn.

We just don't want to get down in there, going into that first turn -- it can be a real battle in there."

"How'd he look this morning?"

"Oh, I thought he went great.

We didn't want to go too fast with him.

Yesterday, he just picked it up pretty good and today we wanted to just give him something to take the edge off of him, you know, and leave a little gas in the tank so that, when that day comes, he'll use it, hopefully".

"Tom, have you been overwhelmed by all this?"

"No, not at all.

I'm enjoying it."

"What's the thing you like most about the whole deal?"

"Being with the horse.

Grooming him, taking care of him.

You can see him walking here.

Look how he looks.

He looks regal.

People don't realize how nice a horse this is.

He is bred so beautifully."

"What's it been like, from winning the Bluegrass until now?

Like, have you heard from people you haven't heard from in years, and stuff like that?"

"Oh, yes, yes."

I think I've got a little over 100 letters and notes on my desk, from former students and people."

"You don't think winning the Derby would change your life?"

"No, no."

"Did you ever think you'd get there?"

"Well, I thought it'd passed me by."

McCarthy is one of the local horsemen who are based year-round at Churchill Downs.

"The people that are in it are in the same boat I'm in, you know, we're all trying to win races and we're all good friends.

We have 1, 2, 3, 4, 5, or 6 horses.

We're the little people."

A few days before the Derby, the owners and trainers draw numbers and choose their post positions for the race.

"People are coming in and they're shipping in from New York and California and, you know, Florida and all over, and I don't know these people as well as I know some of these others.

They can buy, you know, what they want, and I can't."

Sheikh Mohammed of Dubai paid $2.1 million to purchase Desert Party as a 2-year-old.

David Lanzman bred I Want Revenge himself, but just before the Wood Memorial, he sold a 50% share to IEAH partnership for over $4 million.

"General Quarters.

Owner/trainer Tom McCarthy."

Since winning the Bluegrass Stakes, McCarthy has refused similar offers for General Quarters, a horse he bought for $17,000.

"General Quarters will start from Gate 12."

"The General, he is not for sale.

Because I probably will never go on this path again.

I think what they say was 36,000 3-year-olds this year, or something like that, and only 20 will make it.

What do you think my chances are, again?

He's not for sale.

I'm gonna take him as far as he'll go.

"All right, here we go.

Post position order."

Westside Birdie, 1.

Morning line odds 30:1."

"I think we'll be right there, going into the first turn.

Hopefully, maybe 3, 4, or 5."

"Also, General Quarters in there, at 20:1."

"I can see us -- if he breaks well --" "The morning line favorite: 13, I Want Revenge, 3:1."

Derby Day begins with dark clouds hanging over the backside of Churchill Downs, especially over the barn of I Want Revenge.

For only the second time in Derby history, the favorite has been scratched the day of the race.

"When we got to the barn this morning, did our routine, every-morning, check of the legs and detected a little pressure, a touch of heat in the left front ankle.

Jogged him up and down the asphalt, flexed the ankle.

At that time, Dr. Foster had shown up and we could tell that he wasn't 100%.

We just felt, in the best interest of the horse, we're not gonna run."

"All that's really going through my mind right now is just I've got these cards dealt and what we need to do, at this point.

I can't look back at what might have been and that's really not going to do me any good.

I think I've hired the best people in the world.

When the words came out, that running could hurt the horse, I looked at both doctors and I said, 'This is no debate.

What are we talking about?

We'll fight another day.'"

"I've been in this business kind of all my life and most of the things that I've learned in this business, I've learned by hard knocks, in more ways that one.

And... your biggest dream is to get here, but the biggest nightmare is to get to race day and have to scratch."

A turf race on the Derby Day undercard, less than two hours before the big race.

Section 318 at Churchill Downs is the area in the grandstand from which most of the owners will watch the Derby.

"Mint julep!

Ice-cold julep!"

Less than one hour to post time.

On the backside, Tom McCarthy and General Quarters await the call to the paddock.

"Attention on the backside.

All Derby horses -- the gap.

All Derby horses -- cl ose the gap."

[Cheering] "You get to see the horses leave the barn and they're at their best -- like, that's their best day.

You know, it's like first day of school, it's their best day.

And so they just all look so beautiful [Crying] and they're just so strong and athletic and I get emotional, even talking about it, because it's just, it's their day."

"I am addicted to the Kentucky Derby.

In any other place in the country, Christmas Day is celebrated on the 25th of December.

if you reside here in Central Kentucky, Christmas Day is the first Saturday in May."

"If you ask any trainer, owner, jockey, 'What race is the race that you would want to win the most?

', 99.9% of them are going to say the Kentucky Derby.

It has a mystique about it that's like no other.

It's just totally unbelievable.

It's not just a race, it really is not just a race, It's a happening, it's a worldwide happening."

"The clock stops at 6:00 on the first Saturday in May.

The greatest thing that could happen -- that would be to raise a Kentucky Derby winner on this farm.

It's just the culmination of three years of breeding, racing, training, hope -- everything that goes into a great horse.

It would be beyond belief.

But someday, someday."

[Singing "My Old Kentucky Home"] "In two minutes, racing immortality awaits."

"Whoo!"

"And they're off!

In Derby 135.

It was a clean beginning.

Westside Birdie towards the inside, Musket Man, Join in the Dance, and Papa Clem are right up there; Regal Ransom towards the outside; Pioneer of the Nile is next in the field; as they come up towards the stands with a circuit to go in the Derby.

Towards the outside, Regal Ransom has just now gotten the lead; on the inside is Atomic Rain.

Racing next and racing quite freely in the early going is General Quarters.

Towards the outside is Nowhere to Hide -- And, at long last, is Mine That Bird, as they go towards the halfway point in the Derby, the half-mile, 8:47:01.

And as they go now towards the end of the back stretch, Join in the Dance and Chris DeCarlo, out in front.

Regal Ransom is now racing in second.

Pioneer of the Nile is racing -- and Pioneer of the Nile!

Regal Ransom, between rivals.

Papa Clem towards the outside, Musket Man is trying to stay on towards the inside, pi cking up now, bursting through!

Mine that Bird, absolute last early, Mine That Bird has skimmed the rail!

A brilliant ride by Calvin Borel!

Mine That Bird is going clear in the Derby!

Mine That Bird wins the Derby!

From last to first!

Pioneer of the Nile and Musket Man on the outside, Papa Clem was next --" "I got the winner right here.

I got the winner right here."

[Exclaims] "Ah!"

Most of the time, in horse racing, the favorite does not win.

Calvin Borel and Mine That Bird, a 50:1 longshot, drove home that fact in Kentucky Derby 135.

Over the next five weeks, two other horses would win the Preakness and the Belmont in the Triple Crown and, in the fall, yet another horse would win the Breeder's Cup Classic.

I Want Revenge, the Derby favorite who seemed so invincible, never got out of the gate.

"My life's dream was to win the Derby and I can remember when I started and I was sitting out on the front porch and I said, 'Maybe when I'm 65 or 75, if I live that long, maybe I'll get lucky and win it.'

It happened, you know, when I was 39.

It was a dream and it was a fairy tale.

Being out there, you know, in that Winner's Circle of Churchill Downs -- It's only used one time a year, you know.

And when they were presenting that trophy, I literally had an out-of-body experience and felt like I could walk on air.

I floated up and just looked.

It was the most euphoric feeling.

You know, my dad wanted to win it, more than anything, and he had about five horses who could have won it.

Something happened to all of them and he never did win it and I kind of wanted to win it for him, as well as myself, and after I got one, you know, I dedicated the Derby to my dad, who taught me how to get there."

Victory is elusive, but, from generation to generation, there is always the dream.

In less than one hour after birth, a Thoroughbred foal can stand.

In less than one day, she can run.

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'Thoroughbred' is available on DVD.

Announcer: HE LIVED IN INDIA 2,500 YEARS AGO.