BALTIMORE (AP) -- Kentucky Derby winner Orb and Illinois Derby champion Departing played together as foals in the lush pastures of Claiborne Farm in central Kentucky.
It will be all business on Saturday, though, when the horses meet for the first time on the racetrack in the $1 million Preakness Stakes.
Orb is aiming for the second jewel of the Triple Crown, and a chance three weeks later at the Belmont Stakes to become the first horse to sweep the series since Affirmed in 1978.
Departing, it turns out, could be Orb's main obstacle as the leading "new shooter" in the Preakness.
"New shooters" are the fresh horses who bypass the Kentucky Derby and join the Triple Crown two weeks later at Pimlico. Departing, 4-0-1 in five starts, is the top newcomer.
"I think Departing is a pretty darn nice horse, and he's fresh; probably coming into the race the right way," said Shug McGaughey, Orb's trainer.
Preakness post positions will be drawn later Wednesday. Besides Orb and Departing, the probable lineup includes Goldencents, Govenor Charlie, Itsmyluckyday, Mylute and a trio from trainer D. Wayne Lukas: Oxbow, Will Take Charge and Titletown Five.
The fact that Orb and Departing have a prior connection adds spice to this showdown. The two rivals are homebreds, meaning the breeders retained the horses for racing instead of selling at auction.
The two ownership groups are of members of racing's aristocracy.
Cousins Ogden Mills "Dinny" Phipps and Stuart Janney III bred Orb. Ogden Phipps, Dinny's father, ran a racing empire that included nine champions, among them Buckpasser, Easy Goer and the undefeated filly Personal Ensign. Janney's parents owned the great filly Ruffian.
The Phipps Stable has about 100 horses, including 20 co-owned with Janney. The stable does not go to sales, like many owners today, to pick out their horses. Instead, they breed their own, and currently have 25 mares at Claiborne Farm in Paris, Ky.
That is where the Orb and Departing connection developed. Orb and Departing were foaled at Claiborne, a leading breeder for over 100 years that has been the birthplace of 10 Derby winners.
The two youngsters grew up in the same barn, and galloped through the same pastures. If history is a guide, Orb will eventually return to Claiborne as a stallion when his racing career concludes.
Departing, gelded when he failed to focus on his early training, will not join his childhood friend in that assignment.
Departing is latest in a long line of stakes winners for Claiborne, best known recently for Blame, the horse who pinned the first - and only - career defeat on champion mare Zenyatta in the 2010 Breeders' Cup Classic.
Following a third place finish in the Louisiana Derby, the ownership team of Claiborne and Adele Dilschneider, along with trainer Al Stall, Jr., removed Departing from Kentucky Derby consideration.
"After that race we said, well, the Derby's just too tough and he's a gelding and we're looking for quite a bit of longevity out of him," Stall said. "We didn't even really consider it, to be quite honest with you."
Departing instead headed to Hawthorne Racecourse, rallying from ninth in the Illinois Derby to win by 3 1/4 lengths.
The Preakness became the next logical stop.
"After he ran such a good race, then we started considering the Preakness," Stall said. "So we just fell into that."
And into a showdown between the former playmates.
Orb has carved his name into racing history in the Derby. Stall hopes Departing does the same in the Preakness.
"A nice 3-year-old will raise his hand and say, you know, `I want to get better and I'm going forward,' and he certainly gives us every indication that he's that type of horse," he said.
That could set the stage for a replay of 1988 when the Phipps' Seeking the Gold, trained by McGaughey, and Claiborne's Forty Niner squared off. Forty Niner edged Seeking the Gold by a nose in both the Haskell Invitational and the Travers.
"We went through it before with Seeking the Gold and Forty Niner, so it's not something that I'm altogether not used to," McGaughey said. "Departing is a very worthy participant in the Preakness, and just as we do, they've got every right to be there. I hope we both have some good racing luck."