The 1 1/8-mile race for fillies and mares ages 3 & up is the second richest event of the four stakes events that make up the $1.35 million Stephen Foster Super Saturday, which is second ony to Kentucky Derby Day in total stakes purses offered on a single day at the historic track.

The four stakes races attracted a total of 126 nominees, including 32 for the $750,000-added Stephen Foster Handicap (gr. I) for 3-year-olds & up; 35 for the $200,000-added Regret (gr. III) for 3-year-old fillies on turf; and 31 for the $100,000-added Northern Dancer for 3-year-olds at a mile.

Azeri, who defeated Take Charge Lady in the Apple Blossom Handicap (gr. I) at Oaklawn Park, is also nominated to the Fleur De Lis but is not expected to compete. The 4-year-old daughter of Dehere won the Ashland and Spinster (both gr. I) at Keeneland, won Churchill's Dogwood (gr. III) and was runner-up
in the 2002 Kentucky Oaks (GI).

Frankel's three nominees are Edmund Gann's You, winner of the Louisville Breeders' Cup (gr. II) and five grade I races; Juddmonte Farm's Sightseek, winner of the Humana Distaff (gr. I); and Sumaya Us Stable's Wild Spirit, a Chilean import who won last month's Shuvee (gr. II) at Belmont Park in her U.S. debut.

Other nominees considered as likely or possible for the Fleur De Lis include Iron County Farm's Bare Necessities, winner of the Sixty Sails (gr. III) and runner-up in the Churchill Downs Distaff (gr. II); Lucky Seven Stable's Minister's Baby, winner of the Gardenia (gr. III) at Ellis Park; Mrs. William S. Kilroy's Charmed Gift, runner-up to Take Charge Lady in the 2002 Dogwood; and William Schettine's So Much More, winner of a recent allowance prep for the Fleur De Lis at Churchill Downs.

Other notable nominees include the Ron McAnally-trained duo of Affluent and Printemps; Edward P. Evans' Summer Colony; James Tafel's Lakenheath; Dogwood Stable's Smoke'n Frolic; Sam Pollock's Seven Four Seven; and WinStar Farm's Happily Unbridled.

Three-year-old turf fillies nominated to the $200,000-added Regret include Phillips Racing Partnership and Pam Garton's Forest Shadows, winner of the Edgewood at Churchill Downs; Sybon Stable's Ocean Drive, winner of the Appalachian at Keeneland; Golden Marlin, winner of the Dogwood (gr. III) for owners William Glass and the Estate of Joseph Famularo; and Edmund Gann's Personal Legend, a recent winner at Churchill Downs who has since been transferred to Frankel.

Other possible Regret contenders include Edgewood runner-up Unbridled Femme; Ocala Breeders' Sales Sprint winner Shot Gun Favorite; and Throne, the third-place finisher in the Dogwood (gr. III).