Sent off at 3-10, Rachel Alexandra stayed perfect in eight starts this season and became the first female to win the prestigious Woodward in which she faced older males for the first time. Only one other 3-year-old filly had ever run in the Woodward—Summer Guest, who was third in 1972.

The victory also almost certainly locked up Horse of the Year honors for the daughter of Medaglia d'Oro  , which would make her the first 3-year-old filly to win the award since Busher in 1945.

Breaking from post 3 in a field of eight, Rachel Alexandra was intent on the lead, but it did not come easily. Nick Zito trainee Da' Tara, longshot winner of last year’s Belmont Stakes (gr. I), ran right with the filly through a murderous opening quarter-mile of :22.85. Rachel Alexandra edged in front of Da’ Tara, but was still being pressed while burning through a :46.41 half mile. Past the Point was stalking in third, while Da’ Tara’s stablemate, Cool Coal Man  , raced close up.

The bay filly had a one-length lead after running six furlongs in 1:10.54 and was in control when making the final turn. But the speedy fractions set up the closers perfectly, and Bullsbay  , upset winner of the Aug. 8 Whitney Handicap (gr. I), moved into striking position at the top of the stretch. Rachel Alexandra hit another gear to repel Bullsbay’s bid, but multiple graded stakes winner Macho Again was charging from last under Robby Albarado with his bid.

Rachel Alexandra dug in for her stiffest test to date and was under heavy right-handed urging from Borel in the final sixteenth of a mile. Macho Again closed ground with every stride in the final yards but the super filly had just enough to get to the wire. The final time for nine furlongs was 1:48.29 on a track labeled “fast.”

“It was a great race,” said Borel, who was unseated by Rachel Alexandra in the pre-race post parade. “She stepped up and proved to be the best. If she won it would have been good; if she had lost it still would have been good. She’s a 3-year-old that went up against older horses, who knows how good she is?

“She was a little aggressive early, but I was comfortable. Five weeks (off), she was real fresh. I was comfortable, the last 40 yards I was a little worried, but she just kept digging in. She’s unbelievable.”

West Point Thoroughbreds’ Macho Again, winner of the Jim Dandy (gr. II) at Saratoga last season and the Stephen Foster Handicap (gr. I) at Churchill Downs in June, gave a huge effort in defeat. He was 1 1/2 lengths in front of third place Bullsbay.

“I knew it was going to be a great race,” Macho Again's trainer Dallas Stewart said. “I knew he was ready. I’m never happy to be second, but it turns out like that and as they say in New Orleans, ‘It be’s like that.’ A couple more jumps, we might have got her. But she’s great. That’s horse racing. She’s eight for eight.”

Owned by Jess Jackson and Harold McCormick, who purchased the filly within a week of her record-setting Kentucky Oaks (gr. I) win on May 1, Rachel Alexandra has won her last nine starts dating back to a victory in the Golden Rod (gr. II) last November at Churchill. She beat 3-year-old males in both the Preakness (gr. I) and Haskell Invitational (gr. I), which were sandwiched around a record-breaking performance in the Mother Goose (gr. I) at Belmont Park when she won by more than 19 lengths against 3-year-old fillies.

Steve Asmussen trains the Woodward winner, who improved to 11-2-0 from 14 lifetime starts and bumped her earnings to $2,948,354.

“I can’t say enough about the race she put in today under the circumstances,” said Asmussen, who took over training duties from Hal Wiggins after the Kentucky Oaks. “She came through today like a true champion. At 22 (seconds) and change, I started worrying. I worried until they put her number up.

“I can’t say how proud of her I am. Her performance, under the pressure that she always is, stepping up and raising her game; what a tremendous victory today. She didn’t lope along on the lead or anything today. She’s a spectacular athlete.”

After the race, Jackson said Rachel Alexandra’s next start would depend on how she came out of the race. Earlier in the week, Jackson said there was a possibility that the filly might not race again until next year.

Bred in Kentucky by Dolphus Morrison, who raced the filly in partnership with Michael Lauffer before selling her, Rachel Alexandra is out of the Roar mare Lotta Kim.

The winner paid $2.60, $2.40, and $2.10. Macho Again paid $3.80 and $2.80. Bullsbay paid $4 to show. The exacta (3-4) returned $12.20 and the trifecta (3-4-2) was $36.80.

Asiatic Boy was fourth, followed by It's a Bird, Past the Point, Cool Coal Man, and Da' Tara.

Previous winners of the Woodward include champions such as Curlin, Cigar, Holy Bull, Spectacular Bid, Affirmed and Seattle Slew.