Mark Cornelison/Staff

Funny Cide, with jockey Jose Santos, won the 129th Kentucky Derby in 2:01.19 yesterday. Jerry Bailey rode favorite Empire Maker, right, to place, and Atswhatimtalknbout, left, wound up in fourth place.

The Empire crumbled. And Funny Cide played on.

Forgotten, ignored and doubted -- sometimes even by his owners -- Funny Cide won the 129th Kentucky Derby, pulling away from 5-2 favorite Empire Maker and Peace Rules with only yards to go.

"Wow!" exclaimed Jose Santos Jr., 8-year-old son of winning jockey Jose Santos, after the youth had watched his father win his first Kentucky Derby.

And "darn," Bobby Frankel looked as though he was thinking as he gaped open-mouthed in the aftermath of Funny Cide's $27.60 upset, making him the first New York-bred to win the race. Frankel, the trainer of Empire Maker and Peace Rules, watched in disbelief, then dismay, as his highly heralded duo got trumped 13/4 lengths by a horse from the wrong side of the track.

Empire Maker and Peace Rules finished heads apart for second and third, and Atswhatimtalknbout was a fast-closing fourth in the field of 16. Funny Cide's finish time was 2:01.19, the 10th-fastest in Derby history.

The historical footnotes to this $1,100,200 Kentucky Derby will record that an ownership of self-described "little guys" who have no more than three horses among them won the Derby in their first attempt, along with a trainer winning in his first try and with -- what's more -- the first gelding winner in 74 years since Clyde Van Dusen won on a muddy track in 1929.

Mark down all their names, for by 6:15 p.m. they were the ones with their hands on the gold Derby trophy, surrounded by the aura of their good fortune, brought to them by a determined chestnut, gelded horse:

Barclay Tagg, the trainer, has long held the esteem of fellow horsemen. But he never had the blockbuster credits of colleagues like Bob Baffert or that other "Derby trainer," D. Wayne Lukas.

Funny Cide's owners are the Sackatoga Stable, a racing syndicate whose managing partner is Jackson Knowlton, he the owner of a small health care consulting firm in Saratoga Springs, N.Y.

Knowlton said he-couldn't wait to celebrate their Derby with Marylou Whitney's Kentucky Oaks she won Friday, since both live in Saratoga Springs. Yet Saratoga sweep or no, the Sackatoga Stable is about as far removed from the Whitney Stable in the racing hierarchy as the north pole is from the south.

The Sackatoga Stable represents real proof that even "small guys" in the game can beat the industry's moguls and Arab princes, for in fact runner-up Empire Maker is raced by Prince Khalid Abdullah. The prince flew to Churchill Downs from Saudi Arabia with every reason to think he'd see his Empire Maker crowned this Derby's king.

Empire Maker was of royal bloodlines, sired by Kentucky Derby winner Unbridled out of a brilliant female, Toussaud, who was named 2003's Broodmare of the Year. Funny Cide, in contrast, was a $22,000 yearling sold at Saratoga who was later bought by his current owners for $75,000.

Funny Cide, as a gelding, doesn't even have residual value as a breeding stallion, even if he wins the Triple Crown. Yet at day's end he stood alone as the only one from the foal crop of 2000 eligible to win a Triple Crown.

All in this cast, human and equine, played supporting roles to Funny Cide, however. The gelding's grit made him dig in, move on and win his race.

Tagg, however, had to convince the owners periodically that Funny Cide would last the demanding 11/4-mile distance of the Derby.

"There were so many doubters," Tagg said. Yet Tagg said he had noticed that when Funny Cide was passed in some races, he'd come back and try harder.

This was the side the gelding showed everyone yesterday. He had the lead by a head over Peace Rules at the top of the stretch, and Empire Maker loomed ready to strike within a mere half-length. With nothing more than determination, Funny Cide ground his way to the finish, widening his lead to 13/4 lengths.

Behind him, Peace Rules and Empire Maker changed positions. Empire Maker passed his stablemate to gain second at the finish, but only by a head. Third-place Peace Rules was another head in front of Atswhat-imtalknbout.

Did the favored Empire Maker hit his brick wall when racing for the first time at 11/4 miles? Or did his now-famous troubled foot fail him in the stretch? Empire Maker's right front hoof had suffered a recurrence of a bruise last week that Frankel said the horse originally incurred three weeks ago when winning the Wood Memorial.

"I don't want to make excuses," Frankel said. But he added: "It wasn't the perfect scenario going in, to be honest with you.

"He still ran a good race, and I thought he could get away with it because he was that much better. I was wrong," Frankel said.

While traffic proved a problem behind Funny Cide in the run for the first turn, Santos kept his gelding in an ideal spot, free of trouble, as he stalked pace-setters Brancusi, Peace Rules, and Eye Of The Tiger down the first run through the stretch. On the backstretch, Santos moved the gelding into third and bided time there while Peace Rules pressured Brancusi up ahead.

Brancusi, on the rail, still had the lead by a head on the backstretch, nearing the far turn. Then he surrendered the lead to Peace Rules and began to back up steadily, eventually finishing last. But at the same time Peace Rules moved to the front, Funny Cide also moved and took aim at Peace Rules. Empire Maker, coming from eighth, was now third and gaining on Funny Cide.

They were nearly three across the track turning for home: Peace Rules on the rail with Funny Cide in the middle and Empire Maker to the outside. Then came the defining millisecond that determined the outcome. They dueled and Funny Cide dug further than the other two.

The "little guys" had won.