Calvin Borel was in a familiar place, along the rail and urging Mine That Bird to fly through the mud. Trainer Bennie Woolley Jr. was someplace he never imagined — the Kentucky Derby, with his horse in the lead.

Together they pulled off one of the greatest upsets in 135 years of America's most famous horse race.

"It was a Street Sense move," Borel said Saturday, referring to the same rail-hugging ride he gave that colt to win the Derby two years ago. "They can only go so fast, so far. When I hollered at him, he just went on."

Sent off at 50-1 odds, Mine That Bird pulled away in the stretch to score a 6 3/4-length victory at Churchill Downs, the second-biggest upset in Derby history. His margin was the largest since Assault won by eight lengths in 1946.

The gelding ran 1 1/4 miles on a sloppy dirt track in 2:02.66 and paid $103.20 to win — second-largest payout in Derby history behind Donerail ($184.90) in 1913.

Pioneerof the Nile finished second for freshly minted Hall of Fame trainer Bob Baffert, a three-time Derby winner. Musket Man was another nose back in third, followed by Papa Clem.

Friesan Fire, the 7-2 wagering favorite of 153,563 fans, was 18th in the 19-horse field.

Earlier, I Want Revenge became the first morning-line favorite to be scratched on Derby Day after inflammation was detected in the colt's left front ankle. The injury wasn't believed to be career-threatening but worrisome enough to prompt trainer Jeff Mullins and owner David Lanzman to withdraw.

Mine That Bird got squeezed coming out of the starting gate, but Borel took a firm hold and wrestled the horse to the rail while they were in last place.

They were 12th and going strong with a quarter mile to go, after working their way around Atomic Rain. Borel quickly angled Mine That Bird back to the inside with three-sixteenths to go and shot the gelding through a tight spot approaching the eighth pole.

"I had enough room," Borel said. "He's a small horse."

Once free, Mine That Bird quickly accelerated toward an improbable victory.

"I salute Calvin for his terrific ride," said trainer Todd Pletcher, whose Derby losing streak extended to 0-of-24. "It's an amazing story. It just shows you how special this race is. Anything can happen."

Woolley, a former quarterhorse trainer who spent time on the rodeo circuit as a bareback rider, hobbled on crutches to the winner's circle. The 45-year-old self-described cowboy from New Mexico broke his right leg in a motorcycle accident two months ago.

"I'm feeling like I never have before," Woolley said. "I was just blown away."

He met up with a tearful Borel, whose mind was on his parents and paid them tribute by crossing the finish line with his whip pointing to the overcast sky.

"If they could only be here to see what I accomplish in my life," he said, his voice choking.

Borel became the first jockey since 1993 to complete the Oaks-Derby double, having ridden Rachel Alexandra to an eye-popping 20 1/4-length victory Friday.

Woolley joined a parade of trainers who won with their first Derby starter, the sixth time in seven years it has happened.

Still, he outfoxed Baffert and three other Hall of Fame trainers. Bill Mott was 12th with Hold Me Back, while Nick Zito was 17th with Nowhere to Hide, and D. Wayne Lukas was last with Flying Private.

"Those cowboys," Baffert said. "They came with a good horse."

Mine That Bird, the son of 2004 Belmont Stakes winner Birdstone, became the ninth gelding to win the Derby and just the second in the last 80 years. Funny Cide won in 2003.