Just a day after the dreams of a generation of racing fans were shattered when I'll Have Another's bid to win the Triple Crown ended prematurely, Union Rags fulfilled another dream with a courageous win.

Patiently ridden by John Velazquez, Union Rags (5-2) snuck through on the rails to run down the gallant Paynter in the final strides before the post.

Paynter (4-1) held on to finish second, beaten a neck, after jockey Mike Smith opened the door for Union Rags when he drifted off the rails in the sprint to the wire.

Atigun, a 20-1 outsider, was third, a further 1-1/4 lengths behind the runner-up while Dullahan, who started as the joint favorite with Union Rags, finished a distant seventh in the 11-horse field.

"I waited for a hole to open up and I got lucky. The horse did it all," said Velazquez.

"At first, the hole was pretty tight, I engaged him to get into the hole - I didn't know it was going to open up - I anticipated it was going to open up, and he took it. Once he did, he put in a good fight."

The connections of I'll Have Another, who won this year's Kentucky Derby and Preakness Stakes, joined the throngs of people watching from the stands after retiring their colt on the eve of the race when he injured a leg.

I'll Have Another still made it to the winner's circle on Saturday but only for his trainer Doug O'Neill to symbolically take off his saddle for the final time.

"There are many fans who travelled from near and far to see I'll Have Another today, and we wanted to give them a chance to help us send him off to retirement," O'Neill said.

INCREDIBLE SURVIVAL

While his scratching robbed the race of chance for the first Triple Crown winner in 34 years, Union Rags gave a compelling illustration of the fluctuating fortunes in the Sport of Kings.

Before I'll Have Another won the first two legs of the Triple Crown, Union Rags had endeared himself to millions of Americans because of the incredible survival stories of his connections.

His 61-year-old trainer Michael Matz is already a national hero. He won the 2006 Derby with the ill-fated Barbaro, who was unbeaten before suffering a life-ending injury at that year's Preakness Stakes.

Before starting a new career as trainer, Matz won a silver medal in equestrian at the 1996 AtlantaOlympics, but his sporting success was perhaps the least of his achievements.

Seven years earlier, he survived a plane crash that killed 111 people. Matz not only survived, he led three children to safety and returned to the burning fuselage to rescue an 11-month-old girl.

"We always thought this horse had Triple Crown potential," said Matz. "When he has a clean trip and can show himself, is one of the best three-year-olds in this crop.

"Whether he could have done something against I'll Have Another, I don't know, but it sure would have been fun to see."

MORE DISAPPOINTMENT

Union Rags' owner Phyllis Wyeth also survived a brush with death 50 years ago.

She worked for John F. Kennedy during his presidency but her world was turned upside down in 1962 when she was involved in a head-on car crash that left her paralyzed from the waist down.

Confined to a wheelchair, she became an advocate for helping people with physical disabilities, while indulging in her love of breeding racehorses.

She bred Union Rags then sold him at auction, only to have a change of heart when she dreamt that he would do great things.

"I knew he would make it. It was my dream and he made it come true today," Wyeth said.

While the connections of Union Rags were celebrating, there was more disappointment for trainer Bob Baffert, who prepared Paynter.

Baffert finished second in both the Derby and the Preakness with his other outstanding three-year-old, Bodemeister.

"Is there a Triple Crown for seconds?" Baffert asked. "I really thought he was going to win today. He was doing so well."

(Editing by Frank Pingue)