Way back in the pack heading into the final turn, Orb was calm even if his jockey wasn't.
Churning through a sloppy track that resembled creamy peanut butter, the bay colt picked up speed and, one by one, blew past rivals.
By that time, jockey Joel Rosario knew he was aboard the Kentucky Derby winner.
Orb powered to a 2½-length victory Saturday at Churchill Downs, giving trainer Shug McGaughey and Rosario their first Derby wins.
"I was so far behind," Rosario said. "He was very relaxed. It's exactly what I wanted."
Rosario had Orb in the clear on the outside and they forged to the lead in deep stretch, with enough momentum to hold off 34-1 shot Golden Soul.
It was a popular victory before a crowd of 151,616, which poured enough late money on Orb to make him the 5-1 favorite, a position Revolutionary had owned most of the day.
McGaughey, a 62-year-old native of Lexington, finally got the Derby win he had long sought. Orb was just his second starter since 1989, when he settled for second after Sunday Silence beat Easy Goer on a muddy track.
"It means everything to me," the Hall of Famer said. "I've always dreamed of this day and it finally came."
The race was dominated by closers. Golden Soul rallied from 15th to second, while Revolutionary was 18th at one point and finished third for trainer Todd Pletcher. Normandy Invasion finished fourth.
Orb paid $12.80, $7.40 and $5.40. Golden Soul returned $38.60 and $19.40, while Revolutionary paid $5.40 to show.
Mylute was fifth, followed by Oxbow, Lines of Battle, Will Take Charge and Charming Kitten. Giant Finish was 10th, then came Overanalyze, Palace Malice, Java's War, Verrazano, Itsmyluckyday, Frac Daddy, Goldencents, Vyjack and Falling Sky.
The second leg of thoroughbred racing's Triple Crown will be May 18 when the Preakness Stakes is held at Pimlico.
The rain that pelted the track earlier in the day had stopped by the time 19 horses paraded to the post for the 139th Derby. While it created a gloppy surface, it didn't seem to bother Orb, who had never previously run on a wet track.
"I said, 'A day like today might have cost me one Kentucky Derby, maybe it'll turn around and help us today," McGaughey said.
His triumph was a victory for the old school of racing, where a private trainer like McGaughey works exclusively for wealthy owners — in this case Stuart Janney and Ogden Mills "Dinny" Phipps.
"The Phippses and Janneys has been my whole life for 20 some years now, and have really kind of given me everything I've got," said McGaughey, who never lost his thick Southern drawl despite years of working in New York.
"I'm extremely proud to be able to work with people such as this. To bring a day like today into their lives is just a huge, huge thrill for me. All I can do is just say thanks for the opportunity," he said.
First cousins Janney and 72-year-old Dinny Phipps, who are among the sport's blue bloods that include the old-money Whitney and Vanderbilt families, also got their first gold Derby trophy.
"I just couldn't be more delighted that we're doing this together," the 64-year-old Janney said.
Phipps' late father, Ogden, owned Easy Goer and undefeated Personal Ensign. Janney's parents owned star filly Ruffian.
"This horse's bloodline goes back to our grandmother," Janney said. "Dinny's father was very instrumental in getting me to take over my parents' horses 20 some years ago."
When the horses burst from the gates, Palace Malice and Mike Smith set a sizzling pace that couldn't be sustained.
On the far turn, the pack closed in on the leader, with Oxbow attacking from the inside and Normandy Invasion moving up on the outside to take the lead.
Rosario positioned Orb in the clear on the outside and they reeled in Normandy Invasion in mid-stretch before surging clear.
History was denied on several fronts:
— Pletcher's Derby record fell to 1 for 36 after sending out a record-tying five horses for the second time in his career. Besides Revolutionary, Charming Kitten was ninth; Overanalyze was 11th; early pacesetter Palace Malice was 12th; and previously unbeaten Verrazano was 14th.
— Rosie Napravnik's bid to become the first woman jockey to win ended with a fifth-place finish aboard Mylute. It was still the highest finish by a woman rider, bettering her ninth-place showing two years ago.
— Kevin Krigger failed in his attempt to be the first black jockey to win since 1902. He rode Goldencents to a 17th-place finish for trainer Doug O'Neill, who won last year with I'll Have Another. Rick Pitino owns 5 percent of the colt, who couldn't deliver a horses/hoops double for the coach of the national champion Louisville basketball team.
— D. Wayne Lukas missed out on becoming the oldest trainer to win at 77. He saddled two horses: Oxbow was sixth with 50-year-old Gary Stevens making a Derby comeback after seven years in retirement, and Will Take Charge was eighth.
Orb was the second Derby starter for both Janney and Phipps, whose previous entries were in 1988 and '89. Their family wealth allows them to race the horses they breed, unlike the majority of current owners who are involved through partnerships that split up the exorbitant costs of the sport.
"Take your time," Phipps said, referring to the group's way of doing things. "Let the horse bring you to the race."
The cousins' grandfather, Henry Phipps, founded wealth management firm Bessemer Trust in 1907. Janney serves as chairman, while Dinny Phipps is its director. He also chairs The Jockey Club, which regulates the registration of thoroughbreds, while Janney is vice chairman.