-- A 43-to-1 shot named Volponi spoiled the championship aspirations of the America's most prominent racehorses, running away with the $4 million Breeders' Cup Classic by 61/2 lengths today.

Few people but his own trainer, Phil Johnson, considered the 4-year-old a plausible contender. The colt was winless in his last four starts. He had never won a Grade I stakes. He had never won at 11/4 miles. But with his dominant performance at Arlington Park, he exposed the shortcomings of the horses behind him, including runnerup Medaglia d'Oro and the badly beaten Kentucky Derby winner, War Emblem.

The day's main event was an anticlimactic end to a day that produced numerous outstanding performances. A pair of regally bred 2-year-olds, Vindication and Storm Flag Flying, won the Juvenile and Juvenile Fillies, respectively, establishing them as possible bright stars of the future. High Chaparral, the English Derby winner, captured the Classic and proved himself the best distance-running grass horse on two continents. Azeri led all the way to win the Distaff in a runaway over a field deep in talent.

And two of the day's most impressive performances were turned in by losers -- both of them European invaders. Rock of Gibraltar almost overcame an ill-judged ride by Mick Kinane and made a phenomenal run through the stretch to finish second in the Mile. Hold That Tiger rallied powerfully to finish third in the Juvenile, suggesting that he could be a contender in next year's classics on either side of the Atlantic.

After so many dramatic races, the 46,118 fans at Arlington mark wondered which star 3-year-old would rise to the occasion in the Classic. Would it be War Emblem, the hero of the Triple Crown series? Would it be Medaglia d'Oro, who had developed into a star at Saratoga this summer? Would it be Came Home, who entered the race with a glittering 9-for-11 career record? Any of the three could have become 2002's horse of the year with a victory.

Johnson, the 77-year-old veteran, doubted the chances of all of them. "I thought they'd have to get ultra-lucky to win against older horses," he said. He had briefly considered entering Volponi in the Mile, on the turf, but he said, "The Mile was $1 million and this race was $4 million; I can do the numbers."

War Emblem had scored his biggest wins leading all the way, and trainer Bob Baffert was determined to have in his gear when the gate opened today. Jockey Victor Spinoza urged him vigorously, but he couldn't get in front of the speedy E Dubai. The leaders set a fast pace -- three quarters of a mile in 1 minute 10.20 seconds -- but both began to weaken as they approached the final turn.

Jockey Jerry Bailey had Medaglia d'Oro in perfect position, tracking the leaders, and he moved to challenge on the turn. For a moment he looked as if he were going to live up to his role as the 5-to-2 favorite. Instead, it was Jose Santos who had the strong horse. He and Volponi had also been stalking the leaders. After Medaglia d'Oro made his move, Santos asked his horse for a response, cut inside the favorite, and drew away with astonishing ease.

His victory, the second-biggest upset in the history of the Classic, produced a 28,603-to-1 payoff in the superfecta and a $428,392 bonanza in the pick six.

In the day's other races:

* Distaff: Azeri, the much-acclaimed California filly, scored her 10th victory in 11 career starts by leading all the way to win the day's opening event. Jockey Mike Smith let her roll from the gate to outrun a very fast rival, Imperial Gesture, speeding the first six furlongs in 1:09.70, then drew away to score by five lengths over late-running Farda Amiga.

The 4-year-old surely earned some support for the horse-of-the-year title in a year after the country's top males turned in such disappointing efforts in the Classic. Trainer Laura De Seroux believes she deserves it, saying, "She has a record that's rarely seen."

* Juvenile Fillies: Storm Flag Flying, the 4-to-5 favorite, looked beaten in mid-stretch when Composure rallied past her. But she fought back and drew away in the final yards to win by a half-length. She ran 11/8 miles slightly faster than the colts in the Juvenile.

The victory was the fourth in a row for the unbeaten 2-year-old, who carries a regal lineage: her granddam Personal Ensign was an undefeated champion who won the Breeders' Cup Distaff in 1988, and her dam My Flag won this race in 1995.

* Mile: Although Rock of Gibraltar showed why he was hailed in Europe as a European superstar, his seven-race winning streak ended as he rallied too late to catch the 26-to-1 winner, Domedriver.

Jockey Mick Kinane let Rock of Gibraltar drop back to last place in the 14-horse field, and he was still hopelessly out of contention when he turned into the stretch. Those tactics can work on the long European straightaways -- but not on American courses. The favorite unleashed a phenomenal charge through the stretch -- he ran his last quarter mile in approximately 223/5 seconds -- but he couldn't catch the Domedriver, a French invader who had saved ground and stayed within striking distance while Rock of Gibraltar dawdled.

Landseer, a stablemate of Rock of Gibraltar, broke his leg as he was launching a rally on the turn. He was euthanized shortly after the race.

* Sprint: Orientate, the favorite, ran down the pacesetting long shot Thunderello, to capture the six-furlong dash in 1:08.89, giving trainer Wayne Lukas his 17th Breeders' Cup triumph and Bailey his 13th. Xtra Heat, the Maryland-based filly speedster, was outrun for the early lead and tired to finish sixth.

* Filly And Mare Turf: Trainer Bobby Frankel, who came into the race with a 1-for-42 Breeders' Cup record, saddled the first two finishers, as Starine defeated Banks Hill by 11/2 lengths.

* Juvenile: Vindication established himself as the early favorite for the 2003 Kentucky Derby, dueling for the lead and scoring a 23/4-length victory. His trainer Bob Baffert ended a personal Breeders' Cup drought, saddling not only the winner but second-place Kafwain and fourth-place Bull Market.

The triumph also ended a long run of bad luck for owner Satish Sanaan, who has lost tens of millions of dollars with unsuccessful yearling purchases. He bought this son of Seattle Slew for $2.15 million.

The European invader Hold That Tiger was impressive in defeat, breaking three lengths behind the field, racing five-wide around the turn and rallying powerfully to finish third.

* Turf: Kinane atoned for his poor ride aboard Rock of Gibraltar by scoring aboard the 4-to-5 favorite High Chaparral. The English Derby winner lingered behind a slow pace -- the first six furlongs of the Turf were run in 1:17 -- but he nevertheless mustered a powerful late kick to out finish With Anticipation. It was the only victory of the day for Irish trainer Aidan O'Brien's highly regarded seven-horse contingent.

With Jose Santos aboard, Volponi blows past field, including Kentucky Derby winner War Emblem, by 61/2 lengths.In the mile, Edgar Prado reacts after his mount, Landseer, broke his leg while launching a rally on the turn. The horse was euthanized shortly after the race.