Jockey Jeff Fell knew what a good horse looked like. He’d ridden plenty of them—Pleasant Colony, Timely Writer, Winter’s Tale, Private Account, It’s in the Air, even Alydar. He knew, as did horsemen and racing fans and bettors across the country, that Conquistador Cielo was a good horse, possibly even a budding superstar.

So when Fell accepted the mount on longshot Runaway Groom in the 1982 Travers Stakes at Saratoga Race Course, he harbored no real hope of defeating Conquistador Cielo. But Saratoga, always the “Graveyard of Champions,” had a surprise in store.

The historic Grade 1 Travers Stakes is one of the oldest stakes races in North America, having been contested for the first time in 1864. The 1 ¼-mile race is restricted to 3-year-olds, and with its hefty purse and ideal late-summer spot on the racing calendar, the “Mid-Summer Derby” is something of an unofficial fourth leg of the Triple Crown.

That was certainly the case in 1982, when the Travers was billed as a season-defining showdown between three different Triple Crown race winners. Conquistador Cielo was the heavy favorite thanks to a seven-race win streak that included spectacularly easy victories in the Belmont Stakes and Metropolitan Handicap, while Kentucky Derby winner Gato Del Sol entered off an allowance win at Saratoga and Preakness Stakes winner Aloma’s Ruler joined the fray following a classy runner-up effort in the Haskell Invitational.

Technically speaking, Runaway Groom had won a Triple Crown race as well, though not of the type that attracted much attention. Bred in Ontario by Gardiner Farms, the gray son of Blushing Groom was purchased for just $39,000 by Albert Coppola, who assigned John DiMario to train the colt. The purchase price was a pittance compared to Conquistador Cielo, whose breeding rights had already been sold to a syndicate for the record sum of $36.4 million.

Modest price aside, Runaway Groom’s early results were promising. The colt debuted in April of his 3-year-old year, and before long he had won minor races at Keeneland, Churchill Downs, and Belmont Park. But it was his exploits in his home country that established Runaway Groom’s class, for he finished second in the Queen’s Plate Stakes (the Canadian equivalent of the Kentucky Derby) at 38-1 before claiming victory in the Prince of Wales Stakes at Fort Erie, the second jewel of Canada’s Triple Crown.

Yet despite his success in Canada, Runaway Groom was overlooked at odds of 12-1 in the Travers Stakes. The Associated Press preview of the race, published in the Aug. 21, 1982, edition of the Hattiesburg American, barely gave a mention to Runaway Groom, focusing instead on the much-anticipated matchup between the three American classic winners. Woody Stephens, the trainer of Conquistador Cielo, expressed a hint of concern over Saratoga’s reputation as the “Graveyard of Champions” while also waiting anxiously to see if jockey Eddie Maple—in the midst of appealing a suspension—would be able to ride the colt as usual.

In contrast, Butch Lenzini, the trainer of Aloma’s Ruler, expressed confidence in his horse. “I feel that my colt is the only one who can beat Conquistador and Conquistador is the only one who can beat Aloma’s Ruler,” he said. “If the track is fast, you’ll see a big, big effort by Aloma’s Ruler.”

As events would play out, the track was indeed fast, but it was not universally fast. Although few realized it, the inside of the track was slower than the outside, putting horses racing close to the rail at a distinct disadvantage. Andrew Beyer, the author, handicapper, and creator of Beyer speed figures, wrote in his book The Winning Horseplayer “When bias-oriented handicappers observed the nature of the racing strip on the day of the Travers, they could easily envision a scenario for Conquistador Cielo’s defeat.” Beyer explained how well-regarded runners throughout the day suffered surprising defeats while the winners kept rallying on the far outside. “Nobody won on the rail all day.”

This track bias set the stage for an unforgettable upset.

Only five horses faced the starter for the Travers. Maple, having managed to postpone his suspension, was aboard Conquistador Cielo in post position four. When the gates opened, Conquistador Cielo came out well, with Aloma’s Ruler (breaking from post five) glued to his outside. The two colts, as if following Lenzini’s script for a match race, raced away from their rivals while setting fast pace fractions of :23 2/5, :46 2/5, and 1:10 3/5.

And Angel Cordero Jr., riding Aloma’s Ruler, kept Conquistador Cielo pinned to the rail every step of the way. “No rider in America is a keener student of track biases; no rider is more adept at maneuvering horses to take advantage of them,” opined Beyer. “In the Travers, [Cordero] had the perfect opportunity to do so… The two colts raced abreast of each other to the first turn, and when they got there Cordero pinned Conquistador Cielo and his jockey Eddie Maple on the rail. There was nothing Maple could do to extricate himself from this position …”

In the meantime, Fell had the slow-starting Runaway Groom reserved in last place, behind even the typically late-running Gato Del Sol. Fell recognized that the pace duel between Conquistador Cielo and Aloma’s Ruler could prove destructive—“The race was made for a come-from-behind horse like mine,” Fell said in the Aug. 22, 1982, edition of The Courier-Journal of Louisville, Ky. “It really helped my horse. Speed against speed is tough for any horse going a mile and a quarter.”

The pace remained intense around the far turn, with Conquistador Cielo and Aloma’s Ruler remaining locked in battle for supremacy, neither giving an inch as the homestretch approached. Gato Del Sol couldn’t keep up; he faded to finish last. Longshot Lejoli briefly tried to rally on the turn, but he too ran out of steam and retreated to finish fourth.

Seemingly no one noticed the gray blur sweeping past Gato Del Sol and Lejoli around the far turn, gaining ground with impressive strides as the leaders began to tire from their exertions. With a crowd of more than 40,000 people cheering them on, Conquistador Cielo and Aloma’s Ruler turned for home together, running the mile in a swift 1:35 4/5. For a brief moment, Conquistador Cielo gamely put his head in front, trying his best to overcome the fast pace and the track bias. But ultimately, the combination was too much to overcome, and the most expensive horse in history conceded the advantage to Aloma’s Ruler.

Then, as if from out of the clouds, Runaway Groom burst onto the scene. Rallying on the far outside, over the best part of the track, the colt drew up alongside the leg-weary pacesetters, eliciting a call of disbelief from track announcer Marshall Cassidy: “And Runaway Groom, from Canada, moves up!”

Fell seemed confident that Runaway Groom had the leaders measured, putting away his whip early on and hand-riding his mount to the finish. “At the top of the stretch, I knew I had a lot of horse under me,” Fell said in The Courier-Journal. “I saw the speed was coming back to me.”

And indeed it was. In the final few strides, Runaway Groom forged ahead to cross the finish line a half-length in front of Aloma’s Ruler, stopping the clock in 2:02 3/5. Conquistador Cielo, game to the finish, came home less than a length behind Aloma’s Ruler in third place.

Coppola was delighted with the unexpected victory. “Sometimes sportswriters say Canadian racing is second rate and that they are second-rate tracks,” he said in The Courier-Journal. “But coming here and winning, I feel very good about it.”

For Cordero, there was nothing he would have done differently to change the outcome. “Everything went the way we planned it—except losing, of course.”

But perhaps no one expressed a greater feeling of disbelief than Fell. The Aug. 22, 1982, edition of St. George, Utah’s The Daily Spectrum summed it up best:

“Even in victory. Jeffrey Fell had to shake his head. ‘Cielo,’ he began. ‘I didn’t think he could be beat.’”

Clearly, Runaway Groom had other ideas!