BALTIMORE - The filly stumbled from the gate, had to gun for the lead sooner than planned and didn't travel easily over the loose Pimlico Race Course surface. At the end, the Kentucky Derby winner was coming hard.

Rachel Alexandra overcame it all, reaching the wire of the 134th Preakness Stakes and the history books at the same moment.

The filly extended herself to hold off Derby winner Mine That Bird by a length after the gelding had validated his Derby triumph, coming from the back again. She is the first filly since 1924 to win the Preakness, the fifth ever. Her jockey, Calvin Borel, is the first rider to win the Kentucky Derby and Preakness in the same year on different horses.

"She's an amazing filly - God knows how good she is," said Borel, on the roll of his own life. He won the Kentucky Oaks on Rachel Alexandra by 20 1/4 lengths, won the Derby the next day with an amazing rail ride on Mine That Bird, then chose the filly over the gelding for the Preakness.

"I'm paid to win, and I knew she was going to win," Borel said. "She's the best horse in the country, bar none."

More than $86 million was bet on the race, the fifth-highest Preakness handle. But Pimlico's attendance was just 77,850, the lowest since 1983. Last year's attendance was 112,222. Most of the difference was in the infield. Organizers, realizing the scene had gotten a little unruly, said fans couldn't bring beer in - they had to buy it. A ZZ Top infield concert couldn't make up for that.

Rachel Alexandra traveled over the mile and 3/16 course in one minute, 55.08 seconds, paying $5.60, $4.60 and $3.60. Her owners collected $660,000 out of the purse of $1.1 million.

After Mine That Bird, Musket Man was another half-length back. Mine That Bird paid $6.60 to place and $4.80 show, while Musket Man paid $5 to show.

Friesan Fire, the Delaware Park-based colt trained by Larry Jones, got a good trip and was third before getting to the stretch, but backed up to 11th.

The top two horses were the whole story here. Even second-place jockey Mike Smith, who took the ride on Mind That Bird after Borel's switch, looked thrilled to be part of this one, smiling on his horse afterward. Smith had a tougher trip than Borel's Derby ride, getting bumped near the quarter pole, getting outside after finding a wall of horses in front. Smith didn't consider getting to the inside.

"Whoever was inside had nowhere to go," Smith said.

Mind that Bird was 6 1/4 lengths back at the top of the stretch. The Preakness, at a mile and 3/16ths, is half a furlong shorter than the Derby. That half a furlong could have changed the result.

"He's a tough little dude ... The greatest part of all, coming back, they gave him that respect," Smith said of Mine That Bird. "The crowd went crazy. It was awesome. I was crying."

Jess Jackson and a partner bought Rachel Alexandra after she won the Oaks, and was questioned within the industry for pointing her to the Preakness right away. The former owner hadn't wanted to run her against the boys.

"She wants to run," Jackson said. "Gender doesn't matter. A thoroughbred wants to run, and if a filly is as good as the colts, they ought to compete."

Borel will stay on the filly wherever she goes, but might have to find a third horse to complete his own Triple Crown. Jackson held off on committing to the Belmont Stakes in three weeks since Rachel Alexandra worked so hard for this one.

"She might be coming out more tired than I know," Jackson said. "That said, she'll run against the boys, somewhere."

A TV guy tried to direct the filly to take the long way into the winner's circle since the shortest route was full of people.

"Let me in there - I understand, but she's hot," assistant trainer Scott Blasi said, throwing water on the horse as a path was cleared.

Although Blasi is with the horse, Steve Asmussen is the official trainer. His role? "Getting out of the way," said Asmussen, who repeatedly praised former trainer Hal Wiggins for having her in superb condition.

This race required it. After another horse, Big Drama, tossed his rider in the gate, the start was held up with the other horses already in. Borel said his horse is always calm, but this time she was "disfocused," Borel said. Rachel Alexandra stumbled to her right out of the gate, which isn't good when you're already on the far outside gate.

"I had to let her go on because I was going to get hung a little wide and I didn't want that," Borel said.

The jockey said he put a bit in the horse's mouth during the race, instead of riding her on her usual loose rein, "to keep her together, because she was kind of struggling and I think it took a lot out of her, the struggling."

"One of my worries was that she might be hooked" - contending with another horse early - "and have to compete early and get tired," Jackson said. "She did and she won anyway."

Chip Woolley, Mine That Bird's trainer, who "absolutely" plans to take his horse to the Belmont, said he thought he was close to another win.

"At the eighth pole, I thought we had a shot - doubtful, but I thought we had a shot at her," Woolley said. "But the mare just powered on."

Contact staff writer Mike Jensen at 215-854-4489 or mjensen@phillynews.com