LEXINGTON, Ky. - The 135th Kentucky Derby got its most lovable underdog Saturday when General Quarters - the one-horse stable of 75-year-old owner-trainer Tom McCarthy, a retired high school teacher and principal from Louisville - ran off to a 14-1 upset under Eibar Coa in the 85th running of the Grade 1, $750,000 Blue Grass Stakes at Keeneland.\nRacing near the early pace, General Quarters stormed to the lead from the outside after turning for home, then proceeded to a 1 1/2-length score over Hold Me Back, the 2-1 favorite in the field of 11 3-year-olds.\nMassone finished third, another 1 1/4 lengths back, with Terrain another length back in fourth.\nMcCarthy said General Quarters "trained like a champion all week" at Churchill Downs, where the Derby will be run May 2.\n"I knew I had him right where I wanted," he said. "I think he exhibited the tenacity today to go on to the Derby."\nAsked whether he ever dreamed he might have a Derby contender, McCarthy said: "I was hoping . . . I was hoping."\nMcCarthy claimed General Quarters out of a winning debut last May at Churchill for a mere $20,000. Since then, the gray colt by Sky Mesa has raced 10 times, winning twice, with his previous victory coming in the Grade 3 Sam F. Davis in February at Tampa Bay Downs. The colt was fifth in his lone interceding race, the Tampa Bay Derby.\nGeneral Quarters, the third-longest shot in the field, paid $30.60 to win after finishing 1 1/8 miles in 1:49.26 over Polytrack. On a crisp, sunny day, and with 27,788 in attendance, Join in the Dance set fractions of 24.40 seconds, 49.06, and 1:13.31 when chased closest by Theregoesjojo, the 4-1 second choice, and by General Quarters, who was widest of all down the backstretch. Leaving the far turn, just as the field began to bunch, General Quarters made his winning surge. Coa gave him seven cracks of his whip down the stretch, where no opponent was able to threaten.\nCoa, who earlier on the Saturday card won the Grade 2 Commonwealth Stakes, called the effort "very professional. He broke sharp, put himself in good position. He's definitely going to be one of the horses to beat in the Derby."\nHold Me Back, who already had sufficient graded earnings to make the 20-horse Derby cutoff, likely will go on to the Derby, said Elliott Walden, racing manager for the colt's owner, WinStar Farm.\n"I'd say we're inclined to," Walden said.\nMassone, a California invader who raced nearest the rail much of the way, was the only non-Triple Crown nominee in the field.\nMafaaz, the British invader who already has an automatic Derby berth, faded to finish eighth. His connections said beforehand they would have to carefully consider whether to actually run in case of a subpar effort.