Mage took home the 149th running of the Kentucky Derby Saturday at Churchill Downs in Louisville, winning the race at 15-1 odds.

Entering the final straightaway, Two Phil's was the leader by at least a length, and a huge pack of thoroughbreds ran behind.

From the outside, Mage found his way to the front of that bunch. A couple strides later, he was past Two Phil's and didn't look back.

Angel of Empire made a move late, but it wasn't enough, as Mage and jockey Javier Castellano finished in 2:01.57. Two Phil's finished in second, and Angel of Empire came in third.