LOUISVILLE, Ky. - Paul Reddam named I'll Have Another for his nightly reply when his wife, Zillah, asks him if he'd like another cookie. He got the sweetest treat of all on Saturday, when his colt I'll Have Another scored a 15-1 upset in the 138th Kentucky Derby at Churchill Downs, giving trainer Doug O'Neill and rookie jockey Mario Gutierrez, as well as Reddam, their first Derby victories. In a roughly run race, it was the skilled handling of Gutierrez that likely made the difference. After breaking from post 19 in the 20-horse field, he was able to keep I'll Have Another ($32.60) out of trouble throughout, and ran down pacesetter Bodemeister in the shadow of the wire. I'll Have Another prevailed by 1 1/2 lengths, with Bodemeister second by a neck over Dullahan, who rallied strongly after a traffic-filled first six furlongs. Went the Day Well, compromised as well by severe traffic early in the race, rallied belatedly for fourth and was followed, in order, by Creative Cause, Liaison, Union Rags, Rousing Sermon, Hansen, Daddy Nose Best, Optimizer, Alpha, El Padrino, Done Talking, Sabercat, Gemologist, Trinniberg, Prospective, Take Charge Indy, and Daddy Long Legs. I'll Have Another completed 1 1/4 miles on the fast main track in 2:01.83. He earned a first prize $1,459,600 from a total purse of $2,219,600. It was a hot, humid day here, more like a sweltering summer afternoon at Ellis Park than springtime for the Derby, but an announced record crowd of 165,307 still stuffed itself into this historic racetrack, fueled by a compelling Derby field and frothy mint juleps. The previous record was set last year, with an announced crowd of 164,858. The people in the crowd who yelled "I'll have another" were likely requesting something stronger than a cookie. [KENTUCKY DERBY: Chart, order of finish, post-race videos from Churchill Downs] I'll Have Another was in sixth place through the first three-quarters of a mile, but was always in the clear and poised to pounce. As in the Santa Anita Derby, Gutierrez - who last year was riding at Hastings in British Columbia - was cool despite the magnitude of the moment, and he timed his move to perfection. [bc_video_id:251172:]"He broke perfectly with the 20-horse field," O'Neill said. "Mario, the first time around he had great position. It was a trouble-free trip. He really stretched down the lane." Gutierrez said I'll Have Another is "a real strong horse." "I let him run a little bit early to hold my position," he said. "He does everything really well." Bodemeister, sent off as the 4-1 favorite, was attempting to become the first horse since Apollo in 1882 to win the Derby without racing at age 2. He set blistering fractions and surprisingly outran the sprinter Trinniberg for the lead, and just failed to last under jockey Mike Smith. His half-mile time of 45.39 seconds was the fifth-fastest in Derby history, and his six-furlong split of 1:09.80 was the fourth-fastest in Derby history. Union Rags, the 5-1 second choice, had a nightmarish trip. He broke slowly, and found himself shuffled back in traffic coming by the stands the first time. Owing to being in that spot, he encountered additional traffic troubles down the backstretch, too. Remarkably, he rallied from 17th to seventh in the final half-mile. "He got bumped, and that caused him to be very far back," said Julien Leparoux, who rode Union Rags. "It's very disappointing. I thought the horse had a very good chance. Usually he breaks good. He was standing good. I don't know why he didn't break." I'll Have Another will now head to the Preakness Stakes at Pimlico on May 19 attempting to remain alive in his quest to become the first Triple Crown winner since Affirmed in 1978. The 34-year drought is the longest since the Triple Crown was first won by Sir Barton in 1919. "We're going to Maryland, baby," O'Neill said in a postrace press conference. "He'll stay at Churchill Downs," O'Neill added. "He likes this track. That's the game plan as long as he comes out good - stay at Churchill then head to Pimlico." The win for I'll Have Another was his fourth in six starts. He has won all three of his races this year, the first two in California, where he is based. His final prep was the Santa Anita Derby, which he won by a nose over Creative Cause. He became the first horse to win the Kentucky Derby after capturing the Santa Anita Derby since Sunday Silence in 1989. Reddam said the light spring campaign was by design. "Not that we thought we'd win, but we knew he was doing well," Reddam said. "We wanted a fresh horse for the Triple Crown grind. Preakness, here we come." Reddam, who grew up in Ontario, Canada, is a former philosophy professor - he has a doctorate - who made his fortune as a mortgage lender. But he has been a lifelong race fan. "It's a dangerous addiction, because it has intermittent reinforcement," Reddam said. Reddam first was interested in harness racing, but switched to Thoroughbreds after visiting Santa Anita in 1980 after moving to California. "I was hooked," he said. "I never thought I'd own horses. I got lucky in life. I'm still pretty lucky." I'll Have Another, a son of Flower Alley, was purchased for just $35,000 for Reddam by O'Neill's older brother, Dennis, who acts as a bloodstock adviser. The win was both professionally and personally rewarding for Dennis O'Neill. Five years ago, he survived a bout with non-Hodgkin's lymphoma, and after purchasing I'll Have Another, Reddam let him keep a 5-percent interest in lieu of a sales commission. "Going through what I went through makes me appreciate this a little bit more," Dennis O'Neill said. "You appreciate your family. Say what you want about Doug, but he's the nicest, most caring person in the world. It's great to go through something like this with him."