Battle of Midway, the beaten favorite when second in the Oklahoma Derby last time out, but a big winner of the Shared Belief two starts back in his first ever start at Del Mar, outgamed a tough Sharp Azteca through the stretch by a half length and post a $30.40 upset in the $1 million Breeders' Cup Dirt Mile here at Del Mar.

It was a little more than four lengths farther back to Awesome Slew in third, a half length ahead of fourth place finisher Practical Joke.

Mor Spirit, the 2-1 favorite in his first start since romping in the Met Mile 146 days ago, tired after holding close early striking position and finished eighth in the field of 10.

Battle of Midway, who was four wide on the first turn, had just enough to outfinish Sharp Azteca, who set an honest pace under pressure, to complete the mile in 1:35.20.

Battle of Midway is a 3-year-old colt by Smart Strike - Rigoletta, by Concerto, whose previous best performances were a win in the Affirmed Stakes, a close second in the Santa Anita Derby, and a third in the Kentucky Derby. He is owned by WinStar Farm and Don Alberto Stable, trained by Jerry Hollendorfer, and was ridden by Flavien Prat.