LEXINGTON, Ky. (AP) -The Blue Grass Stakes looked like way too tough a field to enter an underachiever like Stately Victor. When owner Tom Conway went ahead and did it anyway, son Jack's response was far from encouraging.

``Really?'' Jack Conway recalled asking his father.

Good call, Dad.

The 40-1 long shot stunned the field Saturday at the $750,000 Blue Grass Stakes, surging to the front in the stretch under jockey Alan Garcia and pulling away to beat Paddy O'Prado by 4 1/4 lengths. Better still, the win earned Stately Victor an unlikely spot in next month's Kentucky Derby.

Yet no one was more surprised than Jack Conway, who in addition to being co-owner of the horse, also happens to be Kentucky's attorney general and a Democratic U.S. Senate candidate.

``I was not in on that decision,'' he said laughing.

Stately Victor had won just once in seven career starts and looked outclassed running against quality competition. The colt, named for a childhood friend of Jack Conway's who was killed in a car accident in 1992, was the longest shot in the nine-horse field filled with Derby hopefuls.

But he didn't race like an underdog, recovering from a rocky start to win the 1 1-8 mile race over Polytrack at Keeneland and collect the $450,000 winner's check.

``I've been walking on pillows here for the last 30 minutes,'' Jack Conway said.

He wasn't alone. Stately Victor paid $82.20, $30.40 and $12.80, the largest payoff in the 86 editions of the Blue Grass.

Paddy O'Prado and jockey Kent Desormeaux appeared to have things under control in the stretch before fading late and paying $6 and $4.40. First Dude, with Ramon Dominguez up, paid $6.40 to show, just ahead of pre-race favorite Interactif.

The race was supposed to be the last shot for Derby prospects like Interactif, Tampa Bay Derby winner Odysseus and Pleasant Prince to earn enough money to assure themselves a spot in the Run for the Roses.

The Derby field is limited to 20 starters. If more are entered, the field is determined by graded stakes earnings.

While Interactif is almost guaranteed a spot with earnings over $300,000, it now looks like Odysseus and Pleasant Prince - seemingly locks a few weeks ago - will need a few defections to race under the twin spires on May 1.

Not Stately Victor, whose only previous finish in a graded stakes race came at Keeneland last fall when he finished a distant sixth in the Breeders' Futurity.

Yet the Conways remained high on him even as the disappointing finishes piled up. So did trainer Mike Maker.

``He was one of those horses you made excuses for every time,'' Maker said.

For once, Stately Victor left the alibis to the rest of the field. His trip began by smacking into First Dude at the start, but Garcia and Stately Victor stayed patient, slogging their way through the opening half-mile. The colt was sixth at the quarter pole before finding a gear he'd never shown before.

Paddy O'Prado, who overtook front-running Odysseus at the turn, appeared to have nothing but clear sailing between himself and the wire.

``When Kent put (Odysseus) away, I thought we were gone,'' trainer Dale Romans said.

Stately Victor had other ideas.

``I wanted to be patient with him,'' Garcia said. ``I was very comfortable with this horse.''

Stately Victor apparently felt the same. He covered the distance in 1:48.69 and gave Kentucky a decidedly homegrown favorite to root for in the Derby.

The Conways have been horse fans and players going back a long way. Tom Conway tried to imbue a sense of history about the sport by making his son memorize the names of all the Derby-winning horses and their jockeys.

``Derby week just got a heck of a lot busier,'' Conway said. ``If I miss a chicken dinner on Tuesday or Thursday night of Derby week, I hope they understand I'm with my dad at a very special moment.''

Paddy O'Prado's second-place finish probably earned him a spot in the Derby field, too. He began the day 34th in earnings with $100,950 but took home $150,000 by holding off a game First Dude.

He'll be joined there by Stately Victor, who knocked Dust Commander's upset in the 1970 Blue Grass out of the record books. Dust Commander paid $72.80 to win 36 years ago, a sure thing compared to the odds Stately Victor faced on Saturday.