Exaggerator has won the Preakness, ruining Nyquist's bid to become horse racing's second Triple Crown winner in two years.
Racing in the rain on a sloppy track late Saturday, Exaggerator finally beat Nyquist after losing to the Kentucky Derby winner four times previously.
It was the first loss for Nyquist, who won his first eight races.
Ridden by Kent Desormeaux and trained by his brother Keith, Exaggerator took charge at the 3/16th pole and outlasted the tiring Nyquist down the stretch.
Cherry Wine finished second and Nyquist- the 3-5 favorite - took third.
In spite of the rain and temperatures that hovered in the mid-50s, track officials estimated the crowd to be 134,000 - a new Preakness record.
The day got off to a somber start when two horses died and a jockey was injured early in the undercard.