Off since winning the Sept. 9 Woodward Stakes (gr. I)—which was her ninth consecutive victory—Rachel Alexandra was sent off as the 1-20 favorite against a field of only four in the 1 1/16-mile New Orleans Ladies. The daughter of Medaglia d'Oro   had turned in seven works leading up to her season debut, but trainer Steve Asmussen had said coming into the race that his stable star was not yet 100% fit.

With regular rider Calvin Borel aboard, Rachel Alexandra certainly seemed her usual self at the start, breaking well from post 2 while content to stalk pacesetter Fighter Wing, who grabbed the lead under Corey Lanerie. Fighter Wing took the short field through a moderate opening quarter of :23.84 and then a quicker half-mile in :47.72, with Rachel Alexandra sitting just off her to the outside.

Not long after the half-mile marker, Borel let an eager Rachel Alexandra go, and she assumed the lead into the far turn. The bay filly, who ran three-quarters of a mile in 1:12.86, easily put Fighter Wing away and seemed poised to coast to another victory. But Zardana, with David Flores in the irons, was in the midst of her winning move, as she circled three-wide around the turn while gaining ground and came up to challenge the superstar coming off the turn.

Rachel Alexandra and Zardana were nearly on even terms approaching the eighth-pole, but as the two rivals continued into stretch Zardana was getting the best of her challenger, claiming the lead and then slowly edging away inside the sixteenth-pole. Borel was urging Rachel Alexandra left-handed throughout the duel, but she did not have enough to stop Zardana from springing the huge upset. Unforgotten was another 11 1/2 lengths back in third.

The final time over a fast main track was 1:43.55.

It was the first loss for Rachel Alexandra since she fell to Sara Louise in the Pocahontas Stakes (gr. III) on Nov. 1, 2008, during her juvenile season. At that time, she was owned by her breeder, Dolphus Morrison, who would later sell the filly to Jess Jackson and Harold McCormick after she won the Kentucky Oaks (gr. I) by a record 20 1/4 lengths. This was also the first time Rachel Alexandra lost with Borel in the irons.

“My little filly tried hard. She needed the race, that’s all," Borel said.

"I wanted to let her run her race early but they wanted me to wait. I wanted to go on past the speed horse early (Fighter Wing). I’d have got by her anytime and my filly could have gone on but they wanted me to wait and not get into her until the sixteenth pole.

"You know how I know she’s a real racehorse? She was beat when that other horse went by her—but she didn’t quit. She dug in and fought right back and stayed with the winner the rest of the way. That’s the kind of racehorse she is."

As for Arnold Zetcher’s California-based Zardana, who was sent off at 9-1, it was her eighth win in 19 lifetime starts. Bred in Brazil by Haras Campestre, the 6-year-old Crimson Tide mare was making the second start of her 2010 campaign and her first start on dirt since 2007 while racing in Brazil. In her first race of the year, Zardana ran fourth to St Trinians in the Feb. 13 Santa Maria Handicap (gr. II). In her 2009 finale, she earned her lone graded stakes win in the grade II Bayakoa Handicap at Hollywood Park.

"We had a picture-perfect trip,'' Flores said. "The strategy was simply to get her to relax. I got after her pretty hard coming home, but she is a real warrior."

Zardana, out of the Southern Halo mare Dear Filly, is trained by John Shirreffs, who less than a half-hour later would watch his stable star Zenyatta stay undefeated in 15 starts with a breathtaking win in the Santa Margarita Invitational (gr. I) at Santa Anita. Rachel Alexandra and Zenyatta are expected to face each other in the Apple Blossom Invitational (gr. I) at Oaklawn Park next month.

There was some doubt from Rachel Alexandra’s camp after the race as to whether she would still be pointed toward the Apple Blossom.

"We'll have to be cautious. We want to do what's right for the mare," Asmussen said. "The filly's lacking fitness. It was my job to have her there, and I didn't do it.

“How tired she is off of that will be established in the coming days. She’s not where I thought she was and if I had thought she’d get beat she wouldn’t run. You take her back, you evaluate her, you see how her mood is, her diet, how she goes back to the racetrack, how she breezes. No crystal ball could see that far ahead."

Zardana paid $21, $3.20, and $2.60. Rachel Alexandra paid $2.10 to place and $2.10 to show. The (3-2) exacta returned $30.20 and the (3-2-4) trifecta was $142.80.

Fighter Wing was fourth, followed by Clear Sailing.