Sent off at 1-5 in a field of six, Rachel Alexandra suffered consecutive defeats for the first time in her career and remained winless during her 4-year-old campaign. The Medaglia d'Oro   filly, who failed in her season debut last month at Fair Grounds, was racing at Churchill for the first time since her record-setting Kentucky Oaks (gr. I) a year ago.

The two rivals hooked up at the top of the lane after Rachel Alexandra, carrying top weight of 124 pounds, put away Be Fair, who ran step-for-step with the odds-on favorite through opening splits of:24.79 and :48.81.

Unrivaled Belle, toting 120 pounds, immediately came to take on Rachel Alexandra after advancing four-wide on the second turn but narrowly trailed for much of the final furlong under Kent Desormeaux. With Calvin Borel aboard and racing along the rail, Rachel Alexandra was game throughout the stretch but could not hold off her rival, who got up in the final few jumps to win by a head.

“I had confidence in my filly today," said winning trainer Bill Mott. "I thought she’s run very well. But I wasn’t confident we’d beat Rachel Alexandra. I mean we’re talking about a champion filly, the Horse of the Year. I told Mr. Vegso (co-owner Peter Vegso) to expect that we’d run well, but not that we were going to win. But here we are.

"My filly ran huge. She just ran great. And I don’t think it was that (Rachel Alexandra) ran poorly. She ran her race, too. We just outdid her. They were eyeball to eyeball there and my filly got her. I saw at the three-eighths (pole) that Kent (rider Kent Desormeaux) was sitting there with a lot of horse. I said ‘All right, we’ve still got something in the tank.’ She ran great through the lane – all heart.”

The final time for 1 1/16 miles on the fast main track was 1:42.97. Peruvian-bred Morena was five lengths back in third.

Unrivaled Belle, a 4-year-old daughter of Unbridled's Song  , entered the La Troienne is good form, winning the Rampart Stakes (gr. III) by 1 3/4 lengths March 20 at Gulfstream Park for her first graded stakes victory. In her season debut a month prior, the gray/roan filly was a solid fourth in the La Canada (gr. II) at Santa Anita.

“Oh, man, my mare was breathing fire today," enthused Desormeaux. "Billy put me on a good one today. I feel like the mouse that stole the cheese. I was hoping to be on the lead here today, but that spot was already taken. So I stayed where I was and waited. I made the lead and Rachel Alexandra passed me at the head of the lane. But my filly came again. Then Rachel passed me again at the eighth pole. But my filly fought back. What a race for her! She was special today.”

Overall, Unrivaled Belle won for the fifth time in eight starts, upping her earnings to $524,929. The La Troienne victory was worth $265,659.

Unrivaled Belle is a Kentucky homebred of Vegso and Gary Seidler. The filly is out of the Bertrandomare Queenie Belle.

Rachel Alexandra lost for the fifth time in 16 lifetime starts. In her previous start, returning from a more than five-month layoff, she was overtaken in the stretch by Zardana in the March 13 New Orleans Ladies Stakes. Zardana finished fifth in the La Troienne, just in back of Distinctive Dixie.

Future plans were immediately unclear for Rachel Alexandra, a winner of eight consecutive races during her historic 2009 season which included three grade I wins against males.

“She’s just not been as fast as last summer," said trainer Steve Asmussen. "She ran a good race, but not a great race. She does carry a lot more weight. Calvin did absolutely nothing wrong today. I thought he got along with her great today.

"There’s an old adage in racing: You get paid for what you do, but you pay for what you do. I think there’s some hangover (from last season). What we have to realize is there has been improvement since her last race. We don’t need a knee-jerk reaction. The defeat last time put a lot of pressure on. You don’t run a horse expecting to get beat, especially Rachel.”

Unrivaled Belle paid $20.80, $3.40, and $2.80. Rachel Alexandra paid $2.10 and $2.10. The exacta (5-4) paid $33 and the trifecta (5-4-2) was $220.40. Morena, ridden by Jose Lezcano, paid $4.80 to show.

Be Fair tired to finish last.