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Bred: Clarkland Farm (Ky.)

Sire: Henny Hughes

Dam: Leslie’s Lady, by Tricky Creek

Beholder showed an affinity for Santa Anita Park when she cruised to an 11-length victory in an allowance race on Oct. 4 for Spendthrift Farm, which purchased her from breeder Clarkland Farm for $180,000 at the 2011 Keeneland September yearling sale. In her career debut for Hall of Fame trainer Richard Mandella, Beholder checked in fourth at Hollywood Park on June 28, 2012. The Kentucky-bred rebounded to win a Del Mar maiden race in July in her next start and then led the way in the Del Mar Debutante Stakes (G1) before being nosed out at the finish on Sept. 1. A month later she returned to the winner’s circle with her easy victory at Santa Anita.

Beholder is a daughter of Henny Hughes, runner-up in the 2005 Breeders’ Cup Juvenile (G1). With a birth date in early May, Beholder is younger than many in her age division but it did not matter in the 2012 Breeders' Cup Juvenile Fillies (G1). Beholder earned a career-defining victory in the Juvenile Fillies by holding off multiple Grade 1 winner Executiveprivilege for the one-length win. Beholder capped off her year by being named the champion 2-year-old filly at the Eclipse Awards.

While Beholder's 2013 debut left something to be desired, she quickly made up for it. She rolled in two California Grade 1 races by a combined 6 1/2 lengths to make herself one of the favorites for the Kentucky Oaks (G1). After nearly falling down in the post parade, Beholder fought back to finish second in the 2013 Kentucky Oaks.

Beholder was given a break following the Oaks and she returned in September at Del Mar with a 2 3/4-length victory in the Torrey Pines Stakes that set her up for a powerhouse final prep for the 2013 Breeders' Cup Distaff. Beholder tuned up for the Distaff by posting a dominant win in the Zenyatta Stakes against older females. She became the first filly to win the Breeders' Cup Juvenile Fillies and Breeders' Cup Distaff in consecutive years, earning 3-year-old filly champion honors in the process.

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