BALTIMORE — Sometimes it pays to have a fresh horse.

Cloud Computing skipped the Kentucky Derby, while eventual winner Always Dreaming and Classic Empire mixed it up in the mud at Churchill Downs.

Two weeks later, Cloud Computing pounced on those two horses in the Preakness, pulling off an upset victory at 13-1 odds Saturday. He became the first horse to skip the Derby and win the second leg of the Triple Crown since filly Rachel Alexandra in 2009.

“Some of the reason that we won today was because we were patient and didn’t throw an inexperienced horse against a 20-horse field in the Derby on a very difficult track,” winning co-owner Seth Klarman said. “We made a great call.”

Always Dreaming and Classic Empire dueled for most of the race before Classic Empire stuck his nose in front midway on the far turn. It looked as if Classic Empire would go on to win, but Cloud Computing ran him down on the outside.

Always Dreaming faded to eighth in the 10-horse field on a cool and cloudy day at Pimlico.

The crowd of 140,327 and wagering total of $94,127,434 were records, bettering the marks set last year.

Ridden by Javier Castellano, Cloud Computing ran 1 3/16 miles in 1:55.98 and paid $28.80, $8.60 and $6. It was just the dark brown colt’s fourth career start, the fewest of any horse in the race, and only his second win. He didn’t run as a 2-year-old because of injury.

Classic Empire returned $4.40 and $4, and 31-1 shot Senior Investment was another 4 3/4 lengths back in third and paid $10.20.

New York-based trainer Chad Brown earned his first victory in a Triple Crown race. Castellano won for the second time. He rode Bernardini to victory in the 2006 Preakness.

Castellano comes from a racing family, with a father, uncle and brother who have been jockeys.

“We’ve been working for a long time for this moment,” he said. “It’s great for the family.”