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.
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 then 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.
As a 4-year-old Beholder debuted with a facile victory in the Santa Lucia Stakes at Santa Anita Park. She then finished fourth behind Close Hatches, Princess of Sylmar and Antipathy in the Grade 1 Ogden Phipps. The filly sustained a cut on a leg in that race and was rested. After successfully defending her Zenyatta Stakes title in September, Beholder spiked a fever while training for defense of her Breeders' Cup Distaff title. She was entered into the Fasig-Tipton November sale but owner B. Wayne Hughes of Spendthrift Farm elected to scratch from the sale and return the mare to training.
Beholder won her 2015 debut, the Santa Lucia Stakes over 1 1/16 miles, by a very easy 3 3/4 lengths. She then won the Grade 3 Adoration Stakes before romping in the Grade 1 Clement Hirsch by 7 widening lengths.
She made history in August 2015 by becoming the first female horse to win the $1-million Pacific Classic at Del Mar, dominanting males in a brilliant 8 1/4-length victory while covering 1 1/4 miles in 1:59.77. With wins in the Clement Hirsch and the Pacific Classic, the mare has now earned a spot in the starting gate for both the Breeders' Cup Distaff and the Breeders' Cup Classic.
In her final start before the Breeders' Cup, Beholder made winning the Zenyatta look like an easy affair, barely breaking out of a gallop. However, she spiked a fever the week of the Breeders' Cup and was forced to skip the Classic and a showdown with American Pharoah.
Nonetheless, Beholder was an easy choice as the Eclipse Award winner as champion older female, giving her championship honors in a remarkable three different divisions.
Beholder won her first two starts of 2016 to extend her winning streak to eight before coming up just short to champion Stellar Wind in the Grade 1 Clement L. Hirsch Stakes after a thrilling stretch duel in July at Del Mar. She then went for a repeat win against males in the TVG Pacific Classic and ran very well in defeat when second to California Chrome. Beholder's final start before the 2016 Longines Breeders' Cup Distaff was a runner-up finish to familiar foe Stellar Wind in the Grade 1 Zenyatta Stakes.
In the 2016 Breeders' Cup Distaff, Beholder cemented her place in the sport's history in her final career start when she battled with previously unbeaten Songbird through the stretch and nipped her by a nose in one of the great races in the history of the Breeders' Cup. After the 2016 season, Beholder was named the Eclipse Award winner as champion older dirt female.
Beholder is a daughter of Henny Hughes out of the Tricky Creek mare Leslie's Lady, making her a half-sister to sire Into Mischief.