(CNN) -- Orb, far back in the pack for much of the race, made a late charge to win the 139th running of the mud-spattered Kentucky Derby on Saturday.
Golden Soul was second, followed by Revolutionary.
Orb, the post-time favorite at 5-1, had a winning time of 2:02.89 over the 1ΒΌ-mile track. The stakes totaled $2 million.
"When it was time to go, I knew he was going to respond well," jockey Joel Rosario said of Orb, calling his race a "perfect trip."
Rosario and Orb stand in the Churchill Downs winner's circle after winning the 139th running of the Kentucky Derby on Saturday, May 4, 2013, in Louisville, Kentucky.
Shug McGaughey III, a Kentucky native and widely respected trainer who had yet to win the Derby, was overcome with emotion by Orb's comeback, breaking down as he tried to explain his joy.
"I always dreamed of this day and it finally came," said McGaughey.
Orb's co-owner Stuart Janney gave McGaughey the credit, noting that many had been saying his time to win the Derby had come.
"We certainly hoped it had," Janney said. "And it did."
What are Orb's Triple Crown chances?
Palace Malice, ridden by veteran rider Mike Smith, broke out to a several-lengths lead about halfway through the race.
The lead group tightened leaving the backstretch, with Normandy Invasion briefly taking the lead before Orb made his dramatic move.
More than 150,000 spectators packed Churchill Downs in Louisville, where rain had fallen much of the day and left the track sloppy.
The Derby, which features the nation's finest 3-year-olds, is the first jewel of the Triple Crown. The 138th running of the Preakness, on May 18 in Maryland, is the second, followed by the Belmont Stakes, in New York on June 8.
Only 11 horses have won the crown, none since Affirmed did in 1978.
Two riders were trying to make history Saturday, but came up short.
Goldencents was ridden by Kevin Krigger, who vied to become the first black jockey to win the premier race since Jimmy Winkfield took the trophy back-to-back in 1901 and 1902. Goldencents finished 17th.
Rosie Napravnik, 25, riding Mylute, made a bid to be the first female jockey to win the race. Mylute finished fifth.
It was the first Kentucky Derby win for Rosario.
Orb finished more than three seconds slower than Secretariat, which set the race record in 1973.
CNN's Chelsea J. Carter contributed to this report.
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Jockey Joel Rosario celebrates Orb's victory.
Rosario holds the trophy over his head as he celebrates the victory.
Rosario rejoices atop a mud-splattered Orb after winning the race.
Rosario, right, is congratulated by Robby Albarado, who rode runner-up Golden Soul.
The horses enter the home stretch in front of more than 150,000 fans at Churchill Downs.
Joel Rosario and Orb on their way to winning the derby.
Rosario and Orb take the lead on the straightaway.
Orb takes over the lead on the home stretch en route to victory.
Rosario and Orb pass in front of Churchill Downs' signature steeples.
Joel Rosario riding Orb, center, comes down the final stretch.
And they're off!
The horses burst through the gate at the start of the Kentucky Derby.
Race fans in festive hats look over the paddock.
Kevin Krigger, riding Goldencents, takes part in the post parade before the race.
Race fans look out over the crowd.
Rosie Napravnik rides Mylute in the post parade.
Race fans brave the wet weather as they enjoy the festivities prior to the race.
Country singer Martina McBride performs the national anthem prior to the race.
Fans decide that the muddy infield is the perfect place to practice thier sliding skills.
The inclement weather has left plenty of space on the bleachers prior to the race.
Those searching for blue skies may have to settle for this patron's hat.
The gloomy weather did not deter many from wearing the vibrantly colored and stylish hats that are a hallmark of the event.
Security personnel check fans entering Churchill Downs. The Kentucky Derby is the largest U.S. sporting event since the April 15 bombings at the Boston Marathon.
A race fan dons a plastic poncho to ward off the rain.
The wet weather made for a perfect excuse to break out a Slip-N-Slide on the infield.
Plastic rain slickers mute the fashions of Derby attendees.
Derby hats are swathed in plastic to keep out the wet.
The weather didn't serve to dampen the flamboyance of many attendees.
A fan's wide-brimmed hat protects her cigar from the rain.
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