Chester: Millenary bags Vase.
The Fairy King colt, sent off 3-1 favourite to follow up his pillar-to-post win in the Easter Stakes at Kempton, was settled in rear by Fallon in order to aid his chances of staying the extra half-mile.
However, the tactics back-fired in a race run at a steady pace, with Kingsclere checked in his run repeatedly from the home turn as Millenary swept through on the outside under Pat Eddery to beat Windsor Boy half a length.
With the first six covered by less than four lengths, the result made only minor ripples in the Derby betting.
Millenary was cut from
66-1 to 25-1 by the Tote, but Ladbrokes saw no reason to change their quote of 40-1 and also offer Kingsclere at the same price.
Hills reported support for Millenary's stablemate Sakhee and trimmed the Thresher Classic Trial winner to 20-1 (from 25), but Robert Hamilton, representing Dunlop, advised punters to hold their Derby bets.
He said: "Millenary was impressive enough for a big, gangly horse who hasn't had much racing, but we also have Three Points running here in the Dee Stakes on Thursday and then Sakhee in the Dante at York next week."
Balding, who had earlier described Fallon as "a master" for the way he extricated Nicobar from a poor position to land the extended seven-furlong handicap, took Kingsclere's reverse with good grace, but was left to rue the decision to stay on the inner swinging for home.
He said: "I'm afraid it happens here all the time, but there's no doubt he was dead unlucky and I'm sure he would have won if Kieren had come round the outside as he had on Nicobar.
"We'll have a good think about what to do next, but it's possible Kingsclere will have another run before the Derby, and the Predominate Stakes at Goodwood is a possibility for him."
Barry Hills, though satisfied with the way Tantalus plugged on to finish third, is in no rush to commit to Epsom just yet.
"He ran very well, but after taking a gulp two out he didn't quite pick up as well as he can.
"It's a long way to Epsom," he added, "and his owner Prince Khalid has several other possible Derby contenders."