Under Mark Guidry, Lemons Forever, last in the field of 14 after a half-mile, rallied down the middle of the track, collared 10-1 Ermine with less than a sixteenth of a mile to go and pulled a major upset in what many thought before the race was a wide-open affair at Churchill Downs Friday. The final time for the 1 1/8-mile event for 3-year-old fillies was 1:50.

Lemons Forever, who broke from the extreme outside post, never got a call until deep stretch when she was moving fastest of all in the nine-furlong race that is generally considered the Kentucky Derby for fillies. She is owned by Leon Willis, Terry Horton and her trainer, Dallas Stewart. Her third career victory in six starts was worth $426,479. She had earned $57,450 previously.

"This is big-time," exclaimed Stewart as Guidry made his way to the winner's circle on the chestnut filly.

"Anybody knows you got your ups and your downs," Guidry said, "but right now we're on an up and I'm very grateful."

Balance, the 8-5 favorite, had a ground-saving trip under Victor Espinoza but was finished with a quarter-mile to run and wound up 11th.

Most in the crowd disregarded Lemons Forever, who had not won a stakes prior to the Oaks. In her last start, her first in added-money company, she finished third, beaten just a length, in the Bourbonette Breeders' Cup (gr. III) on Turfway Park's Polytrack .

"I've won a lot of good races and I'm lucky to have great owners, but this is the ultimate," said Stewart, who opened his own stable in 1997.
    
As expected, Miss Norman made the lead from the inside and opened up a clear lead. For the first half-mile, the order did not change, with Miss Norman leading Diplomat Lady, Red Cherries Spin, and Bushfire.

After a quarter in :22.46 and a half in :46.45, Diplomat Lady took the lead as the field entered the turn for home with Red Cherries Spin second as they went six furlongs in 1:11.47.

Bushfire, third at that point, made her run to the lead as the field straightened for home and Ermine began to make her move while still behind a wall of horses. Lemons Forever stayed wide and was just getting going five or six paths out from the rail.

Bushfire and Cornelio Velasquez still had the lead as the field neared the sixteenth pole. Ermine, though, pushed her way between horses under Robby Albarado and Lemons Forever kept grinding away.

Near the wire, Bushfire interfered with Red Cherries Spin and was disqualified from third to sixth. That put Wait a While up to third.

Lemons Forever won by 1 ½ lengths and Ermine was another 1 ¼ in front of Bushfire.

"She worked on this racetrack and worked well," Guidry said. "She didn't break real sharp. I was just biding my time, picking them up. We were wide but I knew turning for home I was on the winner. She had so much momentum. She really accelerated the last eighth of a mile.

"This was the first time I rode her in a race but I worked her and I knew she liked the track."

It was the biggest upset in Oaks history, with Lemons Forever, by Lemon Drop Kid  , paying $96.20, $37, and $18. Ermine returned $11.20 and $7.80. Wait a While, ridden by Garrett Gomez, paid $6.40 to show. The $2 exacta was worth $985.60

The previous mutuel Oaks record was 40-1 shot Lemco in 1903.

Wonder Lady Anne L was moved up to fourth in the official order, followed by Red Cherries Spin, Bushfire, Last Romance, Top Notch Lady, Quiet Kim, Itty Bitty Pretty, Balance, Miss Norman and Diplomat Lady. Ex Caelis was eased late when hopelessly beaten and did not finish.

Stewart picked Lemons Forever out at the 2004 Keeneland September sale and bought her for $140,000. She was bred in Kentucky by Farfellow Farms and is out of the Argentine-bred Tough Critic mare Critikola. (Pedigree Analysis by Avalyn Hunter). Lemons Forever became the third Taylor Made graduate and third consecutive Keeneland sales graduate to win the Kentucky Oaks.

"It's a once in a lifetime thing, Stewart said. "I can't wait to get back to the barn and give her a kiss and a peppermint.

"You know, to pick her out at the sale and buy a piece of her, and have the owners stick with you, this is everything you could ask for," Stewart added. "This is what horse racing is all about. I was crying at the eighth pole."

Stewart is from New Orleans and had major storm damage from Hurricane Katrina to his home and the homes of many of his family members. He spoke of the disaster following the race and said that the happiest moment of this spring before the Oaks was when he heard racing would be conducted later this year at Fair Grounds.

"It was difficult but we were blessed in my family that we all had
insurance and everything went well," he said. "We stuck together and we helped each other. It was a little tough being spread out in three places."

Under beautiful skies all day, the second largest crowed in Oaks history showed up -- 108,065. The largest crowd was a year ago, 111,243.