03/25/2006 1:00AM

With a City in Lane's End upset

Pat Lang
With a City, with Brice Blanc up, takes the Lane's End, paying $99.60. The favorite, Silent Times, finished 11th.

FLORENCE, Ky. - During his lengthy tenure as a D. Wayne Lukas assistant, Mike Maker was fortunate to savor Kentucky Derby victories with Thunder Gulch, Grindstone, and Charismatic.

Maker opened his own public stable nearly three years ago, and now he is in line to have his first Derby starter. That unlikely development unfolded in stunning style Saturday when Maker saddled With a City for the biggest upset in the 35-year history of the Grade 2, $500,000 at Turfway Park.

With a City, making just his second start since being purchased privately by the Equirace.com LLC of Ron Peltz, returned $99.60 to win, surpassing the stakes record of Good n' Dusty, a 39-1 winner in 1982.

With jockey Brice Blanc aboard, With a City, the longest shot in the 12-horse field, saved ground in sixth before angling out and winning by 1 1/4 lengths over an 11-1 shot, Seaside Retreat. Malameeze, a 15-1 shot, also rallied from well behind to be third, while More Than Regal was fourth at 10-1. Silent Times, the 7-2 favorite, ran 11th.

Peltz and Maker, who watched most of the race on a television monitor on the track apron with their backs to the track, began celebrating frantically as With a City made his winning move down the stretch.

"Ron really wanted this horse, and everybody thought he was crazy, so all the credit goes to him," Maker said later during a calmer moment.

Maker said With a City likely would run next in the Arkansas or Illinois Derby, with the Kentucky Derby a definite goal.

"It's been the plan all along," he said.

Amid snow flurries, a gang of horses gunned for the early lead in the 1 1/8-mile Lane's End, and none was around for the finish. Turning for home, the changing of the guard was led by Superfly and With a City, with Seaside Retreat and Malameeze coming next.

With a City ran 10 times as a 2-year-old, frequently for claiming prices, and Peltz bought him after a first-level allowance victory on Dec. 29. Maker trained him at the Trackside training center in Louisville, with his lone attempt for his new connections resulting in an eighth-place finish at 58-1 in the March 4 Battaglia Memorial at Turfway.

Maker said the addition of blinkers for the Lane's End helped the horse improve so dramatically.

"He bled pretty good in the Battaglia, too," he said.

The first two finishers both have strong connections to the race sponsor, Lane's End Farm. With a City is a colt sired by City Zip, who stands at Lane's End, while Seaside Retreat is owned by Bill Farish, whose family owns the farm.

With longshots dominating, there were no $1 superfectas sold on the Lane's End. Six 10-cent supers, each worth $19,783.69, were sold.