LOUISVILLE, Ky. - Losing the Kentucky Derby was bad enough. Letting down his son was even worse for Bob Baffert.

Bodemeister, the bay colt named after the trainer's 7-year-old son, rocketed to the front on Saturday and led by as many as three lengths. But he couldn't hold on in the furiously fast pace and was overtaken by winner I'll Have Another.

"He was there," Baffert said of his horse. "He just got tired."

Baffert broke down, too, when he thought about his son's disappointment, tearing up and walking away in the paddock.

"I was watching my little son, Bode - I feel so bad for him . . . " said Baffert, who named his boy after his pal, skiing champion Bode Miller.

The horse had become a Derby favorite when he won the Arkansas Derby by 91/2 lengths.

Bodemeister and jockey Mike Smith appeared poised to pull off a wire-to-wire win in Kentucky after taking a lead early and extending it heading into the stretch.

But the fast fractions caught up to him and that pace proved to be his undoing as I'll Have Another ran him down.

"I wasn't going to take away anything that came easy and, man, making the lead came awful easy to him," Smith said. "Otherwise, I probably would have chosen to step behind him, but he did it so easy.

"You know, his whole career, which has been short so far, he's been on the lead or right off of it. And now wasn't the time to see if I could take him back and see what happens."

Bodemeister didn't run as a 2-year-old, but proved his mettle with two victories and two second-place finishes. In this one, he set a blistering pace.

"I was really concerned about the fractions - :22, :45, 1:09 - and he was opening on them and nobody is coming," owner Ahmed Zayat said. "How much can you sustain that at a mile and a quarter?"

Not long enough.

It spoiled what was turning into a perfect script for the 59-year-old Baffert's return after he sustained a heart attack in Dubai in March - with Bode telling him "goodbye, Daddy" during his health scare.

Baffert came back with a new outlook, more workouts, and better eating habits. The three-time Derby winner said he stopped sweating the small stuff. He beamed about Bodemeister's run even though the horse fell just short.

"I'm just really proud of the way he ran," Baffert said. "I mean, he showed up today. I told Mike Smith, if he breaks well and he feels like running, you can win it. And he did. He just came up a little tired after those splits. But you know what? That's the way he wanted to run and I think it went well."

Injured Indy?

Trainer Pat Byrne is concerned that Take Charge Indy might have suffered an injury in the Kentucky Derby.

The Florida Derby winner finished 19th. Jockey Calvin Borel, a three-time Derby winner, felt the horse might have had a breathing problem.

Byrne is more concerned with the colt's legs.

"He's walking a little gingerly in his left front," Byrne said. "We probably need to X-ray the ankle."

Byrne is hoping the problem is nothing serious.

"It's disappointing but we move on," he said. "We know it wasn't a talent issue. Something obviously went wrong."