LOUISVILLE —  Always Dreaming, the Florida Derby winner, contested a hot pace set by State of Honor through a blazing first quarter in 22.70 seconds and a half mile in 46.53.

But on a sloppy track that was favoring speed and the rail all day, jockey John Velazquez pushed Always Dreaming to the front after six furlongs and opened up daylight on the field turning for home. He finished 2 3/4 lengths in front of long-shot closer Lookin at Lee, who went off at 33-to-1. Another longshot, Battle of Midway, finished third.

The partnership that owns Always Dreaming — known as “Brooklyn Boyz Stables” — includes Florida Panthers owner Vincent Viola.

Always Dreaming, who went off at 9-to-2 odds, becomes the fifth straight favorite to win the Kentucky Derby.

Churchill Downs officials say attendance for the Kentucky Derby is 158,070. That's the seventh-largest crowd in the race's 143-year history.

It rained on and off Saturday, making for muddy conditions on the track and puddles on the pavement. The weather challenged fashionable fans to party in multiple conditions, with moments of sunshine, too.