Mary Ellen Bonomo came up with the name.
Anthony Bonomo and Vincent Viola had the goal and helped with a plan.
Todd Pletcher knew how to get it done.
Always Dreaming did all the rest.
The lightly raced 3-year-old colt took the lead on the backstretch and seemed to have everything under control as he became the 143rd winner of the Kentucky Derby on Saturday.
He won by 2 3/4 lengths over Lookin At Lee, who could never really make a charge at him. Battle Of Midway, trained by Jerry Hollendorfer and ridden by Flavien Prat, finished five lengths behind Lookin At Lee in third.
It was trainer Pletcher's second Derby win in 48 starts. He had two other starters in the race — Tapwrit, who finished sixth, and Patch, the one-eyed horse who finished 14th.
"I knew we had a big shot with this horse and I was hoping it would happen," Pletcher said. "The trip unfolded not exactly the way we had planned. We knew for sure we didn't want to be behind a wall of horses and that turned out OK."
Always Dreaming, ridden by John Velazquez, broke on top but surrendered the lead to State Of Honor going into the first turn. State Of Honor kept the lead until midway down the backstretch when Always Dreaming, who had been exclusively on the rail, moved outside him and took the lead and returned to the rail.
The first quarter went in 22.70 seconds and the half mile in 46.53 as the crowd of 158,070 cheered.
Battle Of Midway and Irish War Cry went when Always Dreaming moved but never headed him. Entering the homestretch Always Dreaming found his stride and it was clear he wasn't going to be caught on the muddy Churchill Downs surface.
Even though Always Dreaming was the favorite in the 1 1/4-mile race, the lack of a true superhorse brought better-than-average payoffs.
Always Dreaming paid $11.40 to win, $7.20 to place and $5.80 to show. Lookin At Lee paid $20.20 and $15.20. Battle Of Midway paid $20.80.
Classic Empire, the morning-line favorite, finished fourth. Another heavily bet colt, McCraken, was eighth. Second-favorite Irish War Cry was 10th.
The other California-based horses besides Battle Of Midway were Gormley (9th), Sonneteer (16th) and Irap (18th).
"This is the best horse Todd and I have ever come to the Kentucky Derby with," Velazquez said. "Nothing against all the others, but this was the best horse. I got a good position early and then he relaxed. When we hit the quarter pole, I asked him and he responded. He did it himself from there."
Always Dreaming hadn't run a stakes race until he won the Florida Derby. In fact, he had won only in Florida, winning a race at Tampa Bay Downs and another at Gulfstream. His career started with third at Belmont and a second at Saratoga.
"Mr. Bonomo, Mr. Viola and all of us had talked about a game plan a long time ago, back before we decided to run him in a maiden race in Tampa," Pletcher said. "We were going there with a plan of, hopefully, ending up here,"
The colt was bought as a yearling by Bonomo for $350,000 at the Keeneland September sale and Viola later joined the partnership.
But the story of the guys who bought him started long before that.
Bonomo and Viola were kids from Brooklyn who liked to sneak into Aqueduct racetrack with $6 in their pocket, begging an adult to place a bet for them.
"They would ask me how old I was," Bonomo said of when he was 15. "I told them I was 27."
The begging and brokenness have long stopped as Bonomo owns a giant malpractice insurance company in New York. He was recently a witness in a state corruption case involving the head of the state senate.
Viola owns the NHL's Florida Panthers, among other things. A former Army Ranger, he was President Trump's first choice for Secretary of the Army, but Viola withdrew his name when he couldn't untangle some conflicts of interest.
"We've won a lot of Kentucky Derbies," Bonomo said. "But never in reality. We just knew when we got together that something special was going to happen."
Bonomo and Viola wear their Brooklyn on their sleeves.
Entering the postrace news conference, Viola yelled, "How about that Always Dreaming?" and started clapping.
Bonomo, trailing a few feet behind, pointed at Pletcher and said: "Who is that guy?"
At one point the microphone was turned over to Mary Ellen Bonomo to explain the name, and Anthony's wife was briefly overcome with emotion before talking.
"I just always daydreamed," she said. "And I said, 'Why don't we just name it Dreaming?' Everybody dreams of something whether it's a big event or special day, the birth of their child, winning the Kentucky Derby. … When this horse has its first baby, we will name it Keep On Dreaming."
The next stop on the Always Dreaming dream tour is in two weeks at the Preakness. It's a place where in the last 20 years, the Triple Crown dream has continued for 10 of the horses. It's also where it ended for 10 horses.
5:15 p.m.: This article has been updated with details of the race as well as quotes.