The Albert Stall Jr trained Blame stayed on powerfully to just deny America's sweetheart Zenyatta in the in the Breeders' Cup Classic at Churchill Downs on Saturday night.
Suffering her first defeat in 20 outings, Zenyatta, with jockey Mike Smith aboard, was her customary last in the field with a huge deficit to make up after the first circuit.
The large and noisy Kentucky race goers cheered her on as she went wide and began to accelerate in the home straight.
Although she made up most of the distance, she couldn't quite get hold of Blame, ridden by Garrett Gomez, just failing as the passed the post with Blame in front by a head, with Fly Down a further three and a half lengths behind in third place.
Zenyatta's jockey Smith, was very emotional after the race saying, "It was a little struggle for me early as she surprised me in that she didn't get a hold of the ground.
"If we'd got a better position it would have been a different outcome because I was on the best horse in the race, trust me.
"I'm overwhelmed with emotion because I just feel that I have let her down and it is all too much to take.
"The crowd was roaring so hard that she pricked her ears."
Smith went on: "It wasn't very good at all in the beginning, I got away just a little slow and got squeezed out there.
"I was just having a rough time of it going underneath the white wire for the first time.
"She just wasn't levelling out like I wanted to, the combination of the dirt hitting her in the face was a lot of it, she just wasn't used to that part and she was left with too much to do.
"I truly believe I was on the best horse today, if I had to blame anybody it would be me.
"She is my everything, she is just amazing. I just wish I would have been in the race a little earlier because I think the outcome would have been different.
"She responded really, really well, but my hat's off to Blame - he ran an incredible race, he didn't fold and I needed him to fold just a bit.
"She made up a whole lot of ground, to only come up a nose short is pretty tough to swallow."
Asked what point in the race he felt a bit more encouraged about her chance, Smith said: "Down the back side she picked it up, it was just a wall of horses so I couldn't pick it up quite like I wanted.
"I guess I could have swung out and maybe done it, but then I would have to be way out wide and commit myself to staying wide.
"After the sluggish start and the way she handled the first part of the race I truly felt I needed to cut some corners somewhere, so that is what I tried to do."
Commenting on the dirt hitting her in the face, Smith added: "She wasn't used to it. Although she has run on dirt twice, they were really short fields and nothing went into her face before.
"I was coming back - you can tell by my goggles, I went through all six
- but it just took her a while to get used to it.
"Like I said, maybe I should have done a few things differently. If I had to do it all over again I would have, you know.
"It hurts more than I can explain, just because it was my fault. She should have won, and it hurts."
John Shirreffs, trainer of Zenyatta said, "We're so happy with what Zenyatta has done. She ran her heart out today and congratulations to Blame - but I'm so proud of my horse."
Winning jockey Gomez commented, "I had a wonderful trip, as he broke running today. I found myself in a nice little pocket - you don't give an inch out there and I made the best of everything given to me.
"He kept quickening and picking them up and I was able to squeeze between Lookin At Lucky and the Godolphin horse (Etched) at the 5/16th pole.
"But it's mixed emotions for me because Zenyatta has been a great ambassador for the game.
"People that didn't know anything about racing have gotten involved because of her."
Blame's winning trainer Stall Jr also praised Zenyatta saying, "I am so proud to be involved with this horse, it's really something hard to believe.
"They are two very good horses, who everyone was talking about leading into the race, and they were the ones who played it out.
"I had a sneaking suspicion that Blame was waiting a little bit like he does in front. It got a bit hairy there at the end but I'm pretty sure they could have gone another eighth and he'd still have been in front."