In the week leading up to the $500,000 Grade 1 Coaching Club American Oaks July 25 at Saratoga Race Course, the race was billed it as a heavyweight rematch between the year's two top 3-year-old fillies -- Grade 1 Longines Kentucky Oaks winner Always a Runner versus Grade 1 DraftKings Acorn Stakes winner Counting Stars. The race lived up to the hype.

A large Saratoga crowd that packed the apron and were treated to an outstanding battle as the two fillies turned for home together with Always a Runner sneaking inside the pacesetting Counting Stars. In the end, however, it was West Point Thoroughbreds' Counting Stars who proved the more tenacious of the pair, digging in to repel her rival and win their rubber match by a widening 4 1/4 lengths.

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The excitement of a classic battle thrilled even the most seasoned of veterans, including Hall of Fame trainer Mark Casse. Watching the early part of the race on a television in the winner's circle, he couldn't resist turning around and running over to the rail to watch with his own eyes as his Counting Stars took the lead in the race for Eclipse champion 3-year-old filly.

"It was great for racing to see the two of them go at it," Casse said. "We said all along this week that this was 'Round 3: The Rubber Match.' That's what happened. Luckily, we ended up on the right side of it."

Despite having traded blows with the Chad Brown-trained Always a Runner in the past, finishing third behind her in the Kentucky Oaks before defeating her in the Acorn, Casse entered the race exuding confidence.

"Chad is one of the best trainers of all-time. I knew coming in he was going to be ready for us," Casse said. "I knew Chad would have Always a Runner better today, but I felt we were better today as well.

"Somebody asked me what the difference between a decent horse and a good horse is; the good ones continue to get better. She's getting better and better. She doesn't need any help. If there's no speed, she'll go to the lead. If there is speed, she'll sit off of them. That makes her special."

It was the former scenario that presented itself Saturday afternoon after the scratches of La Rascasse and Directive left the seven-filly field without a definitive pacesetter on paper.

Counting Stars, who was the even-money favorite, broke well from the rail and beat Always a Runner and the pace pressing Zany to the first turn. Under jockey Irad Ortiz Jr., Counting Stars set a rhythmic pace of :23.86, :47.60, and 1:11.55.

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Jockey Jose Ortiz had Always a Runner made his move as the horses approached the quarter pole while Irad Ortiz remained patient. The two fillies turned for home in a showdown with Irad Ortiz waiting for his brother to come up to him to ask his filly for her best.

Always a Runner took command briefly as the two bumped, causing Casse to question for just a brief moment if he might get beat.

"When that filly went by her, for a second I was like, 'No, you're better than this, girl,'" Casse said. "Irad told me he was sitting there waiting, and when Jose came to him, he said, 'Come on, girl.' She kind of hesitated for a moment and he said, 'I know you're better than this,' and he went with her. Then she took off."

Counting Stars flashed across the wire in 1:48.98, paying $4.06 to win. Irad Ortiz Jr. earned his fifth of six wins on the 12-race card in the CCA Oaks.

Reacting to the defeat, Brown said he wished that Always a Runner did not end up on the rail throughout the majority of the race, saying he felt the inside had not been benefitting horses throughout the card. Still, he gave props to the winner.

"It's not the way I thought the race would unfold. She had her chance at the top of the lane, and she just couldn't finish with the other filly, that's the bottom line," Brown said. "The winner ran terrific and Irad rode a masterful race. He was way off the rail and sort of baited us in there or forced us in there and we went there. It wasn't the best spot to be. I'm not sure the result would have been different, but I would have rather not been there."

Casse would complete the trifecta with his other entrant, Measure, who was making her stakes debut. Zany was fourth. Casse believes Measure will love the 1 1/4 miles of next month’s Grade 1 Alabama Stakes Aug. 22 at Saratoga.

Both Casse fillies will move on to the $600,000 Alabama, a race he won last year with eventual 3-year-old filly champion Nitrogen. Casse presented Counting Stars the highest praise in the winner's circle by drawing comparisons between the two fillies.

"She's grown up and she just does everything," Casse said. "She reminds me a lot of Nitrogen. She does things normal horses don't do."