She Says It Best took the early lead and never looked back en route to a 2 1/2-length upset in the Alcibiades Stakes (gr. II), the opening-day feature at Keeneland on Friday.
Ex Caelis rallied to within a length of the leader at the top of the stretch, but She Says It Best turned back the challenge and pulled away to win under Eddie Martin, Jr.
"We had a good break and were able to clear in the first sixteenth," said Martin. "She took it from there."
Ex Caelis held on for second despite swerving in the stretch, two lengths in front of Performing Diva. It was 14 1/4 lengths back to fourth-place Coolwind in the field of 11 2-year-old fillies.
A 2-year-old daughter of Stormy Atlantic
sent off at 9-1 odds under jockey Eddie Martin Jr., She Says It Best set fractions of :48 1/5, :23 4/5, and 1:14 1/5 while stopping the timer in 1:49 for the 1 1/16 miles over a fast track.
The winner paid $21.40, $8.20, and $4.80, as Ex Caelis, the 2-1 favorite, finished second and returned $3.60 and $3.00, with Performing Diva third and paying $4.20.
Ex Caelis was the runnerup in the Arlington Breeders' Cup Lassie (gr. III) in her last start.
"We thought she ran a terrific race.," said trainer D. Wayne Lukas.
Owned by a partnership that includes Florida breeder Carl Bowling and trainer Vickie Foley, She Says It Best has won four of six lifetime starts. Previous to the Alcibiades, the filly was a stakes winner at Ellis Park and finished second in a stake at River Downs.
"She's a fantastic filly with a lot of stamina," said Foley. "I knew she wouldn't have any trouble going two turns."
Rainbow Pond, who was caught in close quarters and bumped entering the turn, suffered a fractured right pastern and was sent to Rood and Riddle Equine Hospital for treatment, according to veterinarian Dr. Nancy Davis.