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Associated PressJockey Jose Santos, right, reacts as he rides Funny Cide to victory in the 129th running of the Kentucky Derby Saturday at Churchill Downs in Louisville, Ky. At left is third-place finisher Peace Rules with Edgar Prado up.The field rounds the first turn during the 129th running of the Kentucky Derby at Churchill Downs, Saturday, May 3, 2003 in Louisville, Ky.

LOUISVILLE, Ky. - When he was a kid, every loss tore him up.

There were days, more than Bobby Frankel cares to remember, when he would win a handful of races and lose just one - but that one so enraged him that he pounded the wooden rail in his box until it broke.

Some 30 years later, on the first Saturday in May, a thoroughbred named Empire Maker lost the biggest race of Frankel's life by the blink of an eye. His second horse, Peace Rules, finished another head back.

Afterward, though, the 61-year-old trainer's face was a mask of eerie calm. Asked what had changed between then and now, Frankel paused, then lowered his head and said softly, "A lot of losses."

Then he looked off in the distance.

This Kentucky Derby, Frankel's fourth in a career stretching back to the late 1960s, was supposed to be his. His.

This was supposed to be the one win that would validate the 3,000 others, the four Eclipse awards, the decades of work, sweat and fears, the fame and fortune that comes with the climb to the top of the racing game.

Instead, Frankel stood in the paddock empty-handed while Barclay Tagg, a journeyman trainer making his first Derby start, strode into the winner's circle and wrapped his hands around the heavy gold trophy.

"I'm taking it better than I thought I could take it, you know," Frankel said.

When Empire Maker arrived in Louisville three weeks ago fresh off a win in the Wood Memorial, he looked invincible.

He had the best of everything: a training legend, a Hall of Fame jockey on his back, a bloodline that traced to 1990 Derby winner Unbridled, a deep-pocketed Saudi prince for an owner, even a speedy stablemate who could help pull him to the finish line.

But he came off the track Tuesday favoring his right front foot, and when someone spotted Empire Maker being treated for a bruise, it became the subject of more speculation than any injured joint since Derek Jeter's shoulder.

That intensified when Frankel gave the dark bay colt a day off, then reached fever pitch when Empire Maker cut short his Friday workout by pulling out of a gallop and veering off toward the exit to the barns prematurely.

Some 90 minutes later, Frankel climbed onto a low stone wall so he could be heard above the crowd of reporters who gathered outside his barn. He looked his questioners in the eye.

"Bet against him at your own risk," Frankel said defiantly.

For the better part of two minutes in the late-afternoon sunlight, Frankel looked like a genius.

Peace Rules flew out of the gate with his early speed and jockey Jerry Bailey, aboard Empire Maker, broke cleanly and stayed outside and just off the pace, where there was plenty of room to run.

As they turned for home, Funny Cide was between Peace Rules on the inside and Empire Maker on the outside. Frankel, who is too nervous most of the time to watch his horses run from the grandstand, stood in front of a TV in the paddock.

"I thought I was going to win it," he said.

Instead, it was Funny Cide who began to draw clear. The burst that had carried Empire Maker away from his rivals at the Florida Derby never happened. Bailey said he knew the foot wasn't a factor from the outset, because Empire Maker changed leads each time he asked.

But Empire Maker couldn't find that extra gear.

Everything had changed in the last 30 years for Frankel, except this: He'd started six horses in five of the 12 races on the Churchill Downs card Saturday and his final tally was three wins, two seconds and a third.

Away from the glare, he struggled to get hold of his emotions. While he waited on Bailey for a final report, Frankel sarcastically blamed Empire Maker's loss on, "that little mistraining that he had."

Not far away, old training hand D. Wayne Lukas walked toward the paddock with his jockey for a post-mortem of his own. He chased this race for seven years before winning one, but three more have come his way since.

"The waiting can be excruciating. And after the way it builds up here, it can be a hell of a drop. But there's one out there," Lukas said, glancing at Frankel, "with his name on it."

Just not this one.

As that reality sunk in, Frankel spun on his heels and started to walk away.

"The horse will live to fight another day," he said in a low, steady voice, "and so will I."

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