Cloud Computing, a lightly raced long shot ridden masterfully by Javier Castellano, chased down Classic Empire in the stretch to win the $1.5 million Preakness Stakes on Saturday, ending Always Dreaming's quest to claim the coveted Triple Crown.

Classic Empire and Kentucky Derby champion Always Dreaming battled for the lead, while Cloud Computing stalked the pair before finding another gear deep in the stretch to overtake Classic Empire at the wire by a head.

Castellano rode Gunnevera in the Derby to a seventh-place finish but abandoned the colt for Cloud Computing in the Preakness. He had never ridden the horse and said pre-race chats with trainer Chad Brown were crucial.

"We had a plan. We stuck with the plan," Castellano said. "It worked out great. We analyzed the race. We handicapped it together. We had a lot of talks, so we put it together."

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Senior Investment, a 30-1 long shot, finished third, 4 3/4 lengths behind Classic Empire, the Arkansas Derby winner and second favorite in the Preakness at 2-1 odds. Always Dreaming, the 6-5 favorite in the field of 10, tired badly with John Velazquez in the saddle and finished eighth.

Cloud Computing, who finished third in the Grade II Wood Memorial, won for the second time in just four career starts. The dark brown colt was unraced as a 2-year-old and skipped the Kentucky Derby two weeks ago.

Co-owner Seth Klarman said he has "no regrets" about having Cloud Computing sit out the Kentucky Derby.

"Possibly 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," said Klarman, who grew up three blocks from Pimlico Race Course. "So I think that's actually why we're here today.

"I've also learned in life that you don't look back with a lot of would-have, could-have, should-have, that we made a great call and we're ecstatic today and we'll worry about the future, not the past."

Cloud Computing is just the third winner in the 142-year history of the Preakness not to run as a 2-year-old. His only previous victory was a maiden sprint at Aqueduct in February.

The winning time for the mile and 3/16ths race on a fast track was 1:55.98, well off the Preakness record of 1:53 set in 1973 by eventual Triple Crown champion Secretariat.

Cloud Computing returned $28.80, $8.60 and $6, the ninth-largest payout ever in the Preakness. Classic Empire, who had a miserable trip in the Kentucky Derby and finished fourth, paid $4.40 and $4, while Senior Investment returned $10.20.

Classic Empire stood in second behind Always Dreaming until taking the lead at the top of the stretch. The record crowd of 140,327 roared at the anticipation of seeing a Preakness stretch duel reminiscent of Sunday Silence and Easy Goer in 1989.

But Always Dreaming was not up to the task.

"We got the trip we wanted, outside Always Dreaming," said Classic Empire jockey Julien Leparoux. "The only thing is, Always Dreaming backed out of the race early. So I got the lead early, maybe too early.

"The winner just came at us at the end. He ran a big, big race. No excuses."

Said Velazquez of Always Dreaming: "He just got beat. I didn't have it. That's it. Not much to say. That's horse racing."

The final race in the Triple Crown series, the 1 1/2-mile Belmont Stakes, will be held June 10 in Elmont, N.Y.

Always Dreaming trainer Todd Pletcher, despite winning seven Eclipse Awards, remains winless in the Preakness with his nine starters dating to 2000. He said Classic Empire might have run out of gas because he was too concerned with Always Dreaming.

"He probably went pretty ambitiously at us and maybe cost himself the race," Pletcher said. "But we didn't have an excuse. We were in the position we expected to be, and I think the turnaround (from the Derby) was a little too quick.

"He ran so hard in the Derby, and today just wasn't his day."

NOTES: Lookin At Lee, who finished second in the Kentucky Derby as a 33-1 long shot, finished fourth. ... D. Wayne Lukas, the 81-year-old Hall of Fame trainer, did not have a horse in the race for the second straight year, the first time that has happened since he began bringing his horses to the Preakness in 1980. ... Conquest Mo Money, who finished seventh, was acquired for just $8,500 at the Conquest Stables' dispersal sale in November and had three wins, two seconds and $508,000 in earnings in five career starts before the Preakness.