Orb produced a tremendous late surge to give Hall of Fame trainer Shug McGaughey his first ever win in the Kentucky Derby at a rainswept Churchill Downs.
Palace Malice set frantic early fractions on the sloppy track before capitulating on the home turn, where Normandy Invasion took up the running briefly.
However, Joel Rosario then produced Orb, who swept by and kept up the gallop to beat fellow fast finishers Golden Soul and Revolutionary.
"It means everything to me. I've always dreamed of this day," McGaughey told NBC Sports.
"Around the quarter pole I thought he might win and then when they left the eighth pole he looked like he might pull himself up but Joel did a good job when he knew the other horses were coming. At the 16th pole we had it done.
"I dreamed of winning this race with this horse, but didn't think it would happen until he won the Florida Derby."
Rosario, who guided Animal Kingdom to Dubai World Cup glory in March, said: "It's awesome. Winning the Dubai World Cup and now this, it's like I'm having a dream. He was relaxed in the race and did exactly what I wanted. I had a perfect trip."
The Aidan O'Brien-trained Lines Of Battle was seventh under Ryan Moore, running on well without ever threatening the leaders.
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