Seizing the lead at the top of the stretch, Exaggerator splashed past a tiring Nyquist on a sloppy track and went on to a 3-length victory over Cherry Wine on a rain-drenched Pimlico Race Course.
"I had a dream trip today," jockey Kent Desormeaux said. "It was an amazing race, and Exaggerator is an amazing horse."
It was the first loss in nine races for Nyquist, who finished third in his bid to become the first undefeated horse since Big Brown to win the first two legs of the Triple Crown. Nyquist had won his first eight races.
Cherry Wine, who went off at 17-1 odds, caught Nyquist at the line and finished second.
Nyquist was sent off as the 3-5 favorite in the 11-horse field, and he dueled with Uncle Lino for the lead through the first mile of the 1 3/16-mile second leg of the Triple Crown. Then it was all Exaggerator, as hebecame the first Kentucky Derby runner-up to win the Preakness since 1993.
The 3-year-old son of two-time Horse of the Year Curlin trailed by 13 lengths at one point but kept gaining ground along the rail. Desormeaux, who won his seventh career Triple Crown race, saw an opening around the final turn and angled outside. Then Exaggerator took over.
In winning his third Preakness, Desormeaux was grateful for a perfect trip that ended Nyquist's perfect record.
"To me, it looked like Nyquist was trying to establish an outward position, maybe in the four path," Desormeaux said. "He was jockeying for position all the way down the back side. And Exaggerator just kind of slid up the fence to the far turn, where I actually got to slow him down and say, 'Whenever I'm ready.'"
Stradivari was fourth, followed by Lani, Laoban, Uncle Lino, Fellowship, Awesome Speed, Collected and Abiding Star.
Exaggerator, the 5-2 second choice, returned $7.20, $3.20 and $2.40. Cherry Wine returned $9.80 and $4.20, and Nyquist paid $2.20 to show.
The winning time for the race was 1:58.31 on a sloppy track after rains returned to Pimlico shortly before the eighth race Saturday. It rained in Baltimore overnight and well into the morning before letting up shortly before noon.
Trained by Keith Desormeaux, Kent's younger brother, Exaggerator showed his talent in the slop once again, as the horse won for the third time in four lifetime races in these conditions, including the Santa Anita Derby.
"It wasn't like we felt we could grind him down," Keith Desormeaux said. "We always felt we had an exceptional talent."
It was the first Preakness winner for Keith Desormeaux, who began his career in Maryland.
"I looked at him, and he looked at me, and I got a fist pump," Kent Desormeaux said about celebrating with his brother. "That's all we did."
The track conditions might have helped Cherry Wine, which broke its maiden by 9 lengths under similar conditions.
Nyquist broke well under Mario Gutierrez, and he and 34-1 long shot Uncle Lino went back and forth in the lead. The duel was costly. Asked for his usual winning burst, the son of Uncle Mo didn't have it for the first time in his career.
"Hats off to Exaggerator and Team Desormeaux. What a great run," Nyquist trainer Doug O'Neill said. "I didn't think we could get beat, to be honest with you."
O'Neill said he would talk to owners Paul and Zillah Reddam before determining whether Nyquist will run in the Belmont.
In spite of the rain and temperatures that hovered in the mid-50s, track officials estimated the crowd to be 134,000 -- a Preakness record.
Before American Pharoah won last year's Preakness on a sloppy track en route to winning the Triple Crown, the event hadn't been run on sloppy or muddy terrain since 1983.
A sloppy track is classified as one that is saturated with water and has standing water visible. A muddy track is wet with no standing water because it has seeped down into the base.
The Belmont Stakes, the final leg of the Triple Crown, will be run June 11.
"We can't wait to run in that race," Keith Desormeaux said.
Information from ESPN Stats & Information and The Associated Press was used in this report.
Exaggerator jockey, trainer credit horses composure in win
Jockey Kent Desormeaux says Exaggerator is "trying to be the best horse I've ever ridden," and trainer Keith Desormeaux talks about the horse's demeanor after the race.