SOUTH JORDAN — At just after 8 each morning, John Brocklebank would wheel his long-bed pickup truck into the parking lot of the Salt Lake County Equestrian Park. He'd navigate the roundpens and stables that stand between the entrance and the southwest side of the modest race track in South Jordan, then hit the brakes and pull the keys from the ignition at his favorite spot overlooking the track.

Brocklebank would punch in a few numbers on his cell phone to give trainer Shane Chipman the green light, and moments later a magnificent colt — an impressive yearling by the name of Brother Derek — would be breezing down the homestretch, clods of red dirt flying up behind him. That was the drill.

It was early autumn 2004 and the breaking of Brother Derek, Saturday's morning line favorite for the Kentucky Derby, had begun. The training of this wunderkind colt would continue through the final few chapters of 2004 and extend through the first few of 2005, at which time he, as with many of the horses that come and go through the Wasatch Farms fold, would be auctioned off at the Barretts auction in March to the highest bidder. Business is business.

But the story of Brother Derek doesn't really begin there, and it surely doesn't end there. The story of Brother Derek, well, it's a little different.

Man meets horse

For a guy like Brocklebank, the annual Keeneland auction in Lexington, Ky., the second two weeks in September is, he will tell you, "hog heaven."

Brocklebank's passion for horses borders the manic.

How else can you explain him forfeiting a football scholarship at the University of Utah just so he could spend more time at the stables . . . or the time he walked out of a U2 concert three songs in because he'd rather talk shop with his horse cronies than hear what Bono had to say . . . or why, when on a recent vacation to Rome, it was endured rather than enjoyed?

Too much time away from the horses.

Keeneland is to horse folk what the Apple Show is to tech junkies. For two glorious weeks, from sunup to sundown, horse enthusiasts descend on these Kentucky pastures to survey and peruse, to banter and bargain. When it's over, some 5,000 horses each year have new stables to call home.

This is where Brocklebank found himself in 2004, walking the grounds and stables at Keeneland, scribbling notes, circling names. He had noticed in the auction's catalog that the full brother of a horse he thought highly of, "a nice little race horse named "Don'tsellmeshort," would be on the blocks.

"I already knew the horse was a Cal-bred, which is something we are always looking for, but when I saw the colt was a bay colt I got a little nervous," Brocklebank admits. "Because I just knew I had to have that horse."

After a brief game of cat and mouse with two buyers from Florida — "Rudy and Bruno, a couple crackerjack horse buyers" — Brocklebank found himself signing the $150,000 bid ticket. That he had bid "about a hundred thousand dollars" more than what a colt of its pedigree typically fetched was of little consequence.

"When it was over I called Craig (Tillotson) and told him we had just bought the best horse we'd ever bought."

Band of brothers

Tillotson is Brocklebank's friend and business partner, the money man. Chipman, who along with Alvin Torres helped break and train Brother Derek during his stay in Utah, is Brocklebank's right-hand man.

"Craig is one brother and Shane is my other," says Brocklebank.

The horse is named after Tillotson's son Derek, a missionary for The Church of Jesus Christ of Latter-day Saints currently serving in Armenia.

"I think as much of Derek as I do of the horse," says Brocklebank, who, while not of the LDS faith, still receives letters from Derek out in the mission field. "I just wish I had a bunch of horses that had as much heart as the Tillotsons."

If he did, you can be sure Chipman would have a leg up on them. A "superior horseman," according to Brocklebank, Chipman spent the most hours in Brother Derek's saddle during his stay in Utah.

"When he first really impressed me," Chipman recalls, "is when I first started galloping him. He had a smooth way of gliding underneath you and he didn't tire. The harder you worked him, the more he wanted."

Adds Brocklebank, "The horse never had a bad day. He was kind of like the goof-off kid in high school that got straight A's and could slam dunk the basketball from the half-court line."

Buy low, sell high

When Tillotson and Brocklebank purchased Brother Derek at the Keeneland auction it was never with the intent of keeping him for good. Rather, they would break the colt and train the colt. Then they'd let him go.

It's called "pinhooking," buying horses with the objective of making a profit down the road. And Brocklebank is about as good at this game as it gets. Recent success stories include a horse named Richter Scale, which Brocklebank purchased for a client for $85,000 and later sold for $825,000, and another horse named Quiet American, which he sold for a $490,000 profit.

"Horses are all that he thinks about," says Tillotson. "They consume his every thought. He has a talent for it and a passion for it."

Brother Derek eventually was sold at the Barretts auction to trainer Dan Hendricks for Cecil Peacock for $275,000, yielding Tillotson and Brocklebank a tidy $125,000 profit. But the sell was bittersweet in light of the two pre-auction deals that fell through the day before the actual bidding began.

The first involved an Arab interest that backed out after its vet raised concerns regarding the horse's throat. The second deal involved Hollywood bigwig David Milch. During negotiations, both the Arabs and Milch's party seemed warm to a $1.5 million price tag.

So you can see the roller coaster Brocklebank was riding. From thinking he had sold the horse for a million-five one day to settling on a $275,000 bid the next — well below the $600,000 or $700,000 level they anticipated the bidding would reach. Poor Brocklebank was a wreck.

"They were the toughest three days of my life," Brocklebank says. "And it took me months to get over."

Tillotson and Brocklebank even tried to buy the horse back from Peacock for $350,000 just hours after the colt was sold, but such seller's remorse only reinforced to the new owners that Brother Derek was a keeper.

Since then Peacock, who has been in the horse racing business for more than 35 years, has admitted that he's never had a horse as good as Brother Derek.

Run for the roses

Neither Brocklebank nor Tillotson will be at Saturday's Run for the Roses, choosing instead to watch him run on big screens in the company of friends and family. But even though they no longer own the colt — a three-to-one Derby favorite and winner of six of eight starts — that doesn't mean there won't be butterflies come post time.

"The emotion is still there," says Tillotson. "You always get nervous before he races. You start thinking strategy. We're sucked in emotionally, that's for sure."

As for Brocklebank, he too is charged up.

"I'm a little worried about them shipping the horse to Kentucky so late," he says. "If he was still my horse I'd have taken him out there right after he won the Santa Anita Derby (on April 8). I would have trained at Churchill Downs and I would have brought along five other horses to run in front of him. I would gallop him every day for 30 days with those horses out there in front."

Even so, Brocklebank still likes Brother Derek's chances.

"I wouldn't trade places with any horse in the Derby," he says. "And even though Mr. Peacock owns the horse now, he's our horse. He's Utah's horse."