LOUISVILLE, Ky. -- Funny Cide was close to staying home for the Kentucky Derby. It's a good thing his trainer changed his mind about the gelding.

Funny Cide had the last laugh Saturday, rolling to victory in the Derby and becoming the first horse bred in New York to win America's greatest race with an upset of favorite Empire Maker.

With the surprising win, Funny Cide became the first gelding since Clyde Van Dusen in 1929 to win the Derby. Since then, 74 geldings tried and failed.

But not this one.

Ridden by Jose Santos, Funny Cide held off 5-2 top choice Empire Maker by 1 3/4 lengths, making his decisive move midway on the final turn.

The win turned the tables on the Bobby Frankel-trained Empire Maker, who beat Funny Cide by a half-length in the Wood Memorial at Aqueduct on April 12.

After that race, trainer Barclay Tagg wasn't thrilled with the prospect of leaving New York and making the trip to the Derby.

So he waited until Wednesday to bring his 3-year-old to town.

It turned out to be well worth the journey.

Tagg made Derby history of his own, becoming the first trainer to win on his first Derby try since Cam Gambolotti won with Spend a Buck in 1985.

''People just didn't believe in this horse because he is a gelding,'' said Santos, winning his first Derby in his seventh attempt. ''This is an excellent horse. I can't believe we won the Kentucky Derby.''

Funny Cide, who went off with odds of 12-1, was third down the backstretch, behind a speed duel between Brancusi and Peace Rules. When Brancusi began to tire entering the final turn, Santos moved Funny Cide off the rail to go after Frankel's other colt.

As they turned for home, Funny Cide was between Peace Rules on the inside and Empire Maker on the outside. With Santos urging him on, Funny Cide began to draw clear and covered the 1 1/4 miles in 2:01.19, a relatively fast time.

''We're coming back with the Kentucky Derby trophy, back to New York, back home,'' Santos said.

Purchased as a yearling for $22,000 by Sackatoga Stables in upstate New York, Funny Cide returned $27.60, $12.40 and $8.20. Empire Maker, with Jerry Bailey aboard, paid $5.80 and $4.40. Peace Rules, ridden by Edgar Prado, was a head behind his stablemate and returned $6.

In earning $800,200 for his first victory this year in four tries, Funny Cide boosted his winnings to $1,239,385.

Although Frankel finished 2-3 with his powerful entry and had three wins and a second on the day's undercard, he's still 0-4 in the Derby and winless in Triple Crown races.

''It wasn't meant to be,'' Frankel said. ''That's all I can say. The other horse ran a good race and he beat me.''

Empire Maker ruled the backstretch during Derby week, and not just because he was the overwhelming favorite. When the colt returned from a jog Tuesday, he was favoring his bruised right front foot.

That's when the media circus began, with crowds gathering outside Frankel's barn every morning for injury updates. With the Derby, any nick to the favorite becomes big news.

But by Friday, Frankel proclaimed Empire Maker ready to win the Derby: ''Bet against him at your own risk,'' he said. ''He's going to run good. Don't worry about it.''

The odds, though, changed slightly on Derby day, with Empire Maker dropping from 6-5 on the morning line to 3-1 before settling at 5-2.

It all ended with the Derby favorite's jinx very much intact.

Since Spectacular Bid won in 1979, only one favorite -- Fusaichi Pegasus in 2000 -- has come through.

For Bob Baffert, who won his third Derby with War Emblem last year, this had to be his most disappointing race, with Indian Express never in contention and finishing 14th.

The colt was second in the Santa Anita Derby and trying to become the first Utah-bred to win the race. On Tuesday, Baffert's Kafwain was withdrawn with an injury.

D. Wayne Lukas, who came up with two last-minute horses in Lexington Stakes winner Scrimshaw and Ten Cents a Shine, extended his record of starters to 41. But his horses weren't close, with Ten Cents a Shine eighth and Scrimshaw 11th.

Atswhatimtalknbout was fourth, followed by Eye of the Tiger, Buddy Gil, Outta Here, Ten Cents a Shine, Ten Most Wanted, Domestic Dispute, Scrimshaw, Offlee Wild, Supah Blitz, Indian Express, Lone Star Sky and Brancusi.

Bailey said Empire Maker's bruised foot wasn't a factor.

''If it had bothered him, he wouldn't have changed leads on command the way he did,'' said Bailey, a two-time Derby winner. ''I still think he's better than that other horse, but that doesn't change what happened.''

The race went off at 6:08 p.m. before a crowd of 148,530, fifth largest in Derby history.

''When they turned for home, I thought he was going to win it. I'll live to fight another day. So will the horse,'' Frankel said.