What was billed as a classic showdown turned out to be an epic battle of wills as the 6-year-old, 3-time champion mare Beholder outdueled the previously unbeaten 3-year-old superstar Songbird in a spellbinding stretch duel to capture the Longines Distaff by a slim nose.

Side-by-side from the top of the stretch until the wire, it was a final lunge by Beholder that handed Songbird her first defeat after 11 straight wins and turned Beholder into a 3-time Breeders’ Cup winner in the final start of a spectacular career in which she won 18 of 26 starts. The final time for the Distaff was 1:49.20.

“I’ve been in battles, but never one that lasted for the length of the stretch. It was a quarter of a mile street fight,” winning jockey Gary Stevens said. “This race was worth the price of admission. It was horse racing at its best.”

Spendthrift Farms’ Beholder went off as the 3-1 third choice in a field of eight and paid $8.60 to win.

Said trainer Richard Mandella: “I don’t know what I did to deserve her.”

Forever Unbridled was third, 1 ¼ lengths behind Fox Hill Farms’ Songbird, the 6-5 favorite, and Stellar Wind, the 5-2 second choice, was fourth.

Beholder was bred in Kentucky by Clarkland Farm.

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