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California-trained three-year-olds dominated the 138th running of the Kentucky Derbvy at Churchill Downs with Doug O'Neill's I'll Have Another running past the freewheeling favourite Bodemeister in deep stretch to win the classic by 1.5 lengths.

A record crowd of 165,307 was on hand for Derby 138, topping the 164,858 record set last year, to see I'll Have ANBother become the first Derby winner to start from gate 19.

Dullahan rallied for third, a neck behind Bodemeister. Went The Day Well was three-quarters of a length back in fourth.

Coming determinedly under Mario Gutierrez, I'll Have Another wore down Bodemister's three lengths lead in the final furlong to win the Run for the Roses in 2:01.83.

It was Gutierrez's first Derby mount. The 25-year-old Mexican began his career in Canada and was a leading rider at Hastings Racecourse before moving to Southern California.

A son of Flower Alley , I'll Have Another is trained by Doug O'Neill and was only his third Derby starter.

I'll Have Another came into the race off wins in the G2 Robert B. Lewis Stakes and G1 Santa Anita Derby and now has four wins from his six career starts.

"When you tell people you're in the horse racing game they ask you 'Have you won the Kentucky Derby?'" O'Neill said.

"Now I can say, yes, I have.

O'Neill confirmed that the Preakness Stakes, second leg of the Triple Crown, on May 19 at Pimlico will be the next start for the Derby winner.

He was sold for $11,000 as a yearling at the 2010 Keeneland September yearling sale by Victor Davila before Dennis O'Neill, the trainer's brother, bought I'll Have Another as a 2YO for $35,000 out of the Ocala Breeders' April sale for owner J. Paulk Reddam.

"To win a race like this you need a plan and since this winter pretty much everything has gone according to plan," Reddam said.

"Doug had a plan and he followed the plan and the horse was doing super every day."

Reddam, a longtime participant in racing, owned O'Neill's previous two Derby runners and also had Wilko, who ran sixth in the 2005 Derby.

He has had Breeders' Cup success with Red Rocks and Wilko and is president of CashCall, a finance company in California that sponsors the Holywood Park Futurity.

Bodemeister went for the early lead in the 1 1/4-mile Derby and set a quick opening quarter past the wire the first time.

He was followed by Trinniberg, Daddy Long Legs, Hansen, Gemologist, Take Charge Indy, and I'll Have Another.

Bodemeister spurted away from his rivals after six furlongs in a blistering 1:09.8 - the co-fourth fastest six furlongs in Derby history - and reached the quater pole with a three lengths lead after a mile in 1:35.19.

Only Spend A Buck (1985), Kauai King (1966), Unbridled's Song (1996) and Congaree (2001) have run faster miles in the Derby.

"He was doing it easily; he was within himself," said Bob Baffert, trainer of Bodemeister. "That's the way he wanted to run.

"I told Mike (jockey Smith), if he breaks great and feels like running, we can win it."

"He just got tired," Baffert said of the runner-up. "I was really proud of him. He's a super impressive horse."