As they thundered past the stand for the first time, the Worthington filly was still in the lead, with Sewell Combs and Escoba running neck and neck to her rear. Exterminator was lying in fourth position, while Lucky B., American Eagle, War Cloud and Jas. T. Clark were running abreast not far behind. There was very little change in the running positions as the field swung into the backstretch, except that the leader was beginning to show the strain of pacemaking. As they reached the half-mile pole backers of War Cloud implored Loftus to move up and for a moment it appeared that the rider had heard the cry across the field and was making an effort to comply. The English-bred horse, however, showed clearly that the task was too much for him, for despite his rider's vigorous efforts he could not get within hailing distance of the leaders. Rounding the far turn Viva America was ready to cry quits and Escoba, after shaking off Sewell Combs, forged ahead. If Notter, who was aboard of Escoba, exulted over the advantage gained, he was soon doomed to disappointment, for Knapp had gone to work on Exterminator, and under keen urging the Kilmer gelding rushed forward and was on even terms with the Alexander colt as they straightened out for the last gruelling drive. After a brief struggle, Exterminator shook off his doughty antagonist and drawing clear in the last eighth, won in a mild drive in 2:10-4/5. Escoba had practically no opposition for the place. Viva America beat War Cloud four lengths for third money. Sewell Combs ran a good race, but tired chasing the leader in the first seven-eighths. Lucky B., which was supposed to be partial to the heavy track, ran far below expectations. American Eagle and Jas. T. Clark also ran below par and might just as well not have been started. War Cloud showed a very poor effort, due probably to the fact that he did not like the kind of mud that prevailed to-day. The winner's portion of the stake amounted to $14,700. The second horse's share was $2,500, and the third horse, $1,000. By finishing fourth War Cloud saved his owner nominating and starting fees. Exterminator and his rider were roundly applauded upon their return to the stand. Mr. Kilmer, who watched the race with Mrs. Kilmer from a box, was called into the judges' box and warmly congratulated by Gov. A. O. Stanley, while the floral wreath was placed around the neck of the winner. The morning dawned bright and clear, but shortly after 7 o'clock the sky became overcast and by 8:30 the rain was pouring down. It was steady and heavy until shortly after 1 o'clock when it ceased and there was an occasional feeble attempt of the sun to kiss away the dampness on stand and lawns and rye-grown infield of verdant Churchill Downs, but it was all to no purpose, for the country's most classical race was decided over the muddiest course for any Derby since that won by Worth in 1912.