Millennium Wind (right) charges to the finish line ahead of Songandaprayer (5) and Dollar Bill in the April 14 Blue Grass Stakes at Keeneland.

Millennium Wind, a Southern California invader ridden by Laffit Pincay Jr., drew off to win by 5 1/4 lengths over Songandaprayer, paying $10.20 as fourth choice in a field of seven. Dollar Bill, never a factor as the 2-1 favorite, rallied to finish third, another 1 3/4 lengths back. A P Valentine finished fifth and Hero's Tribute was last, beaten nearly 17 lengths.

Millennium Wind, a $1.2 million yearling purchase owned by David and Jill Heerensperger, had been bothered this spring by a virus that resulted in problematic feet and a rash on his undergirth. But as the Blue Grass demonstrated, he is feeling fine.

For Pincay, the all-time winningest rider in racing history, the win was his first in the Blue Grass since 1974 with Judger. Pincay replaced Chris McCarron, who opted off Millennium Wind to ride in California Saturday.

"Two months ago, I had a dream that Laffit would ride this horse," said veteran trainer David Hofmans. "So when Chris said to me he couldn't ride him, I said, 'Fine with me,' and so far, it's working out." Hofmans's biggest previous victories came with Alphabet Soup in the 1996 Breeders' Cup Classic and Touch Gold in the 1997 Belmont.

Hofmans, who never has started a horse in the Derby, said Millennium Wind, a son of Cryptoclearance, relished the Keeneland surface. "I wish the Derby was here," he said.

Before a crowd of 25,532, and in warm spring weather, Millennium Wind set fractions of 23.06 seconds, 46.52, and 1:10.45. With the rest of the opposition floundering, only Songandaprayer, closest throughout under Edgar Prado, could mount a serious challenge, as he drew nearly even leaving the quarter pole. But the stretch run was all Millennium Wind, as he finished in 1:48.32 over a fast track.

"He's a great horse," said Pincay. "He reminds me of Spend a Buck," the 1985 Derby winner. "Spend a Buck was a freak to me."

John Dowd, trainer of Songandaprayer, was noncommittal about whether his colt would run back in the May 5 Derby. The Blue Grass "did show he could rate off horses," said Dowd.

Dallas Stewart, trainer of Dollar Bill, said the colt "came flying the last quarter, and this track is probably not the best for him. I don't think we got to the bottom of him and hopefully we'll have a strong, fresh horse for the Derby."

Dollar Bill finished 1 1/2 lengths ahead of Invisible Ink. Then came A P Valentine, Bonnie Scot, and Hero's Tribute.

Millennium Wind is out of Bali Babe, making him a half-brother to Charismatic, winner of the 1999 Derby and Preakness. He now has won three of five starts, with his lone previous stakes victory coming in the Jan. 21 Santa Catalina at Santa Anita.

The 2-5 exacta paid $75 and the 2-5-3 trifecta paid $277.20.