I’ll Have Another won the 138th running of the Kentucky Derby at Churchill Downs in Louisville on Saturday. With jockey Mario Gutierrez aboard, I’ll Have Another came from behind to close strong and pass favored Bodemeister to win the race in a time of two minutes, one and four-fifths seconds. Dullahan placed third.

Ridden by Hall of Fame-jockey Mike Smith, Bodemeister broke out to a lead and set the pace, leading much of the 1¼ mile race until Gutierrez brought I’ll Have Another past them on the homestretch in front of a crowd of 165,307, the largest in Derby history.

Gutierrez, 25, won the Kentucky Derby in his first attempt, becoming just the 10th jockey to do so and first since Stewart Elliot rode Smarty Jones to victory in the 2004 race.

Trained by Doug O’Neill and owned by J. Paul Reddam, I’ll Have Another paid $32.60 to win, $13.80 to place and $9.00 to show. Bodemeister paid $6.20 to place and $5.60 to show, while Dullahan paid $7.20 to show.

Two inches of rain fell on the Churchill Downs track overnight, but track conditions were considered good for the race that was run just after 6:30 p.m. EDT.