With just over half of the world's richest horse race gone Prince Bishop, ridden by jockey William Buick, trained by the UAE's Saeed bin Suroor and owned by Dubai's Crown Prince, was in last place and looked well out of contention.
But an astonishing second half of the race saw the eight year old storm to the front, overtake race favorite California Chrome, and somehow pull away to win by a full four lengths and secure the $10 million prize.
"He was slow away from the gate and we had a lot of ground to make up," Buick admitted in an interview after the race.
"We got onto the back of California Chrome on the last turn. Prince Bishop has a huge heart and he gave me his all today. I'm dreaming. I'm waiting to wake up."
All the pre-race talk had centered on favorite California Chrome, trained by American Art Sherman.
Last year saw California Chrome come close to winning the prestigious Triple Crown after winning the Kentucky Derby and Preakness Stakes.
But despite looking well placed going into the final straight, California Chrome was no match for Prince Bishop's superb late burst.
"He lost a lot of ground on both turns, but he ran his eyeballs out. I'm just happy he comes back home in one piece," Sherman said after the race.
"He tried every inch of the way. It was great. I enjoyed it very much. It is way different to anything anyone can believe. It is something you have to see once."
Sherman will not feel too bad for long.
Second place still scoops a cool $2 million.