LOUISVILLE, Ky. - From a sixth-floor balcony above the finish line at Churchill Downs, Chadds Ford's Phyllis Wyeth strained to find her horse through her binoculars as the field of the 138th Kentucky Derby passed by the first time.

Wyeth's view was partially obstructed, and maybe that was for the best. She asked her husband, where is he?

"Way back there," Jamie Wyeth said when he finally spotted Union Rags. "Way back there."

His odds of winning had evaporated before Union Rags even got running.

Breaking "a step slow," as his jockey put it, Union Rags got slammed by Dullahan just to his outside, then pinched into Take Charge Indy inside - leaving the 5-1 second betting choice in 18th place along the rail before he got moving in the right direction.

Union Rags eventually ran big, but all that got him was seventh, 71/2 lengths behind the winner, I'll Have Another, a 11/2-length winner over race favorite Bodemeister, who had set a sizzling pace.

"He usually breaks well from the gate," said Union Rags jockey Julien Leparoux. "Then he got bumped and we dropped far back. After the first turn and on the backside, I tried to find room inside, but I had nowhere to go where I can make a move."

Instead of eating dirt all the way, the goal had been to make a move early, to get in position for the stalking trip that the winner found. I'll Have Another was never worse than seventh.

"He just had a rough trip," said trainer Michael Matz, who has said those words before about his colt. Union Rags is officially the awful-luck horse of this 3-year-old crop, the king of troubled trips. A wide one cost him last year's Breeders Cup Juvenile, when he traveled nine lengths farther than the winner, Hansen, who beat him by a head. In his last race, the Florida Derby, Union Rags was hemmed inside, couldn't get running, and ended up third. So the jury must remain out on his talent.

The horse certainly was a prime attraction in this Derby. Here was Matz back at the Derby with easily his best horse since Barbaro, the ill-fated 2006 Derby winner, whose ashes are buried outside the front gate at Churchill Downs. And Phyllis Wyeth herself has an amazing story. A woman who has kept going after breaking her neck 50 years ago in a head-on car collision. She is married to Jamie Wyeth, a renowned artist, the son of Andrew Wyeth.

She had sold Union Rags, then decided to buy him back, and here he was, a big Derby contender. She had been in ill health lately, but wasn't going to miss this. Looking for a place to watch the race, the Wyeths ended up on the balcony on the top floor of the clubhouse. Among those who watched with them were former Churchill Downs board chairman Will Farish, also the former U.S. ambassador to the Court of St. James's, and another Chester County horse owner, George Strawbridge.

It was a sweet scene as Phyllis Wyeth, in a motorized scooter with a "Go Union Rags" sign on back, squeezed the hand of her husband of over four decades as "My Old Kentucky Home" sounded.

"There he is, Phyllis," Jamie Wyeth said when Union Rags first hit the track for the post parade. "He looks pretty calm."

At the end, the Wyeths saw that the horse wearing the colors of Chadds Ford Stable, a horse who had spent his first year on their farm, finally was gaining ground, picking off horses.

"Dig! . . . Dig! . . . Dig!" Jamie Wyeth yelled, already knowing there would be no trip to the winner's circle.

Phyllis Wyeth pursed her lips and wiped at her eye - she knows this sport doesn't really believe in fairy tales.

So does her trainer. A man working for Churchill Downs noted that Matz - despite his evident disappointment right after the race - still calmly described what Leparoux had told him about the trip.

"He's seen worse things, right?" the man said of Matz.