BALTIMORE, USA (AP) — Sometimes it pays to have a fresh horse.

Cloud Computing skipped the Kentucky Derby while eventual winner,

Always Dreaming and

Classic Empire mixed it up in the mud at Churchill Downs.Two weeks later,

Cloud Computing pounced on those two horses in the Preakness, pulling off an upset victory at 13-1 odds Saturday. He became the first horse to skip the Derby and win the second leg of the Triple Crown since filly

Rachel Alexandra in 2009.“Some of the reason that we won today was because we were patient and didn’t throw an inexperienced horse against a 20-horse field in the Derby on a very difficult track,” winning co-owner Seth Klarman said. “We made a great call.”

Always Dreaming and

Classic Empire duelled for most of the race before

Classic Empire stuck his nose in front midway on the far turn. It looked as if

Classic Empire would go on to win, but

Cloud Computing ran him down on the outside.

Always Dreaming faded to eighth in the 10-horse field on a cool and cloudy day at Pimlico. The crowd of 140,327 and wagering total of US$94,127,434 were records, bettering the marks set last year.Ridden by Javier Castellano,

Cloud Computing ran 1 3/16 miles in 1:55.98. It was just the dark brown colt’s fourth career start, the fewest of any horse in the race, and only his second win. He didn’t run as a two-year-old because of injury. 31-1 shot

Senior Investment was another 4 3/4 lengths back in third.New York-based trainer Chad Brown earned his first victory in a Triple Crown race. Castellano won for the second time. He rode

Bernardini to victory in the 2006 Preakness.The 142nd Preakness had been billed as a match race between

Always Dreaming and

Classic Empire, and it was from the start.They broke out of the starting gate next to each other and the fight was on.

Always Dreaming took a slight lead with

Classic Empire on his flank.

Cloud Computing was back in third as Castellano watched the duel unfold in front of him.

Always Dreaming was the first to throw in the towel, surrendering the lead to

Classic Empire midway around the final turn.“We didn’t have an excuse,” said Todd Pletcher who trains

Always Dreaming. “We were in a position we expected to be, and I think the turnaround was a little too quick. He ran so hard in the Derby and today just wasn’t his day.”

Classic Empire and Julien Leparoux went into the stretch with a three-length lead, seemingly on his way to the winners’ circle.At that point, trainer Mark Casse thought he was headed there, too.“Of course,” he said. “But I thought I was going to win a lot of times before, so it doesn’t shock me.”For Brown it was a sweet win.“Certainly, I’m not going to dispute the fact that I brought in a fresh horse as part of our strategy,” Brown said. “Our horse is very talented, too.

Classic Empire and

Always Dreaming are two outstanding horses, and our strategy was, if we are ever going to beat them let’s take them on two weeks’ rest when we have six (weeks), and it worked.”