CLAIM TO FAME; LUKAS' 31-1 CHARISMATIC CHARGES OUT OF THE PACK.

Byline: Kevin Modesti Daily News Staff Writer

Say this for the handicappers who declared California's 3-year-olds overrated this season: They were three-quarters correct.

The Bob Baffert troika finished out of the money as the trainer chased a record third straight Kentucky Derby victory Saturday in front of 151,051 fans at Churchill Downs.

But the winner was another California horse. A colt who'd run in a Santa Anita claiming race in February. A colt who'd finished fourth in the Santa Anita Derby in April. A colt whose glamorous connections had been overshadowed all week by Baffert Mania.

Charismatic, a 31-1 shot who wasn't even the best Derby horse in California, was the best in the 125th running of America's most famous race, winning by a neck to put jockey Chris Antley, trainer D. Wayne Lukas and owners Bob and Beverly Lewis of Newport Beach back in the winner's circle.

Charismatic paid $64.60 for each $2 wager, making him the third longest shot to ever win the Derby.

``I'd be foolish to stand here and tell you I thought he was going to win the race,'' said Lukas, the new Hall of Famer whose more popular horse, Cat Thief, led in the stretch and wound up third behind the fast-charging Menifee.

Bob Lewis put it more succinctly as he cheered his green and gold silks to victory: ``Unbelievable! That's unbelievable!''

It was the fourth Derby victory for Lukas, tying Dick Thompson for second on the all-time list and wresting the Mr. Derby title back from Baffert.

It was the second for the Lewises, who won the race with Baffert-trained Silver Charm in 1997 and thought they'd lost their Derby chance when winter favorite Exploit got hurt in March.

And it was the second for Antley, who won with Strike the Gold in '91 but nearly lost his career to weight problems.

``I feel like I'm going through a miracle,'' Antley said.

On a warm, clear afternoon, the second-largest crowd in Derby history watched the race unfold in the fashion many feared, with a traffic jam in the first turn costing many of the 19 horses a chance.

General Challenge, the Baffert-trained Santa Anita Derby winner, was nearly knocked down in the first turn and finished 11th. The most heavily bet Eastern horses, Stephen Got Even and Vicar, had bad luck of their own, quickly fell out of contention, and finished 14th and 18th, respectively.

As for the other Baffert horses: Prime Timber could do no better than fourth with a perfect trip and Excellent Meeting dropped so far back early in the race that she had to make up 10 places in the last quarter-mile just to get fifth.

By the time the leaders reached the top of the stretch, the game of bumper cars was over and the plot became clear.

Early pacesetter Valhol - the colt whose Arkansas Derby victory is under investigation - had dropped out of contention. Cat Thief and Dubai-based mystery horse Worldly Manner were battling for the lead. Prime Timber was unwinding a steady rally from midpack on the outside.

And in the middle of it all was Charismatic, bearing down on the leaders three paths from the rail.

Cat Thief and jockey Mike Smith took a clear lead, and in owner William T. Young's box, Lukas was rooting, ``He hit the front - here we go!''

Then Charismatic glided past Cat Thief, and Lukas found himself cheering for the other owners' horse.

``I didn't know if I should jump up and down, holler, throw the program, or what,'' Lukas said.

No sooner did Charismatic seize control than Blue Grass Stakes winner Menifee and Pat Day found running room and began to gain. Charismatic was all out, with Antley hacking away with a left-handed whip, to hold on to the wire.

It wasn't a fast Derby - the 2:03.29 clocking for 1-1/4 miles was the slowest on a ``fast'' track since Alysheba's victory in '87.

But it was an emotional one.

And perhaps most of all for Lukas, 63, who is good at hiding his emotions.

Late Saturday, Lukas made another, more believable admission: That he had ``misread'' Charismatic, a Kentucky-bred son of '90 Preakness winner Summer Squall.

After Charismatic finished fifth in the Santa Catalina Stakes, 13-1/2 lengths behind General Challenge, Lukas dropped him into a $62,500 claiming race on Feb. 11. Charismatic finished second and wasn't bought.

After running second in an allowance race, Charismatic stepped back up to stakes class for the El Camino Real Derby at Bay Meadows and finished second again.

But Lukas changed his approach, working Charismatic longer and harder, and he won the 1 1/16-mile Lexington Stakes at Keeneland two weeks ago to earn a spot in the Derby field.

Still, Charismatic came to Churchill Downs with more losses (11) than any of his opponents and was the choice of few experts.

SURPRISE, SURPRISE

Charismatic's 31-1 odds, established by parimutuel bettors at Churchill Downs and around the country, were the highest for a Kentucky Derby winner since Gallahadion 59 years ago. The 10 longest shots in Derby history:

Year Winner Odds

1913 Donerail 91-1

1940 Gallahadion 35-1

1999 Charismatic 31-1

1918 Exterminator 29-1

1953 Dark Star 24-1

1995 Thunder Gulch24-1

1908 Stone Street 23-1

1982 Gato del Sol 21-1

1936 Bold Venture 20-1

1923 Zev 19-1

- Source: Churchill Downs

CAPTION(S):

2 Photos, Box

PHOTO (1--Color) Jockey Chris Antley signals the win as he crosses the finish line aboard Charismatic.

Al Berhman/Associated Press

(2--Color) Bob and Beverly Lewis celebrate another Kentucky Derby victory as owners.

Ed Reinke/Associated Press

BOX: SURPRISE, SURPRISE (see text)