On the Churchill Downs backstretch there are a number of fans of Unbridled Elaine. "A lot of people at Churchill Downs have always liked this filly," said Joanne McNamara, one of Stewart's assistants. "All spring long, we kept saying we've got our Winning Colors here." McNamara also cut her teeth under Lukas, working with the Hall of Famer for 16 years. Stewart galloped 1988 Kentucky Derby (gr. I) winner Winning Colors for Lukas.

"Wayne was sitting with us watching the race," McNamara said. "He put arms around both of us after the race."

Elaine Averill, Roger Devenport's daughter, the Distaff winner's namesake and self-professed "cheerleader" at Belmont, was glad to be on hand for her 82-year-old father. Battling cancer, he stayed in Kentucky and watched the race at Keeneland. "He's doing well," Elaine said. "He's a fighter and a survivor."

"He's betting," Stewart added. "He's a horseplayer."

"I'm sure you can't miss him over there," Averill said with a laugh. Devenport admitted to making a sizable wager on his filly, who returned $26.60 and also won the lion's share of a $2-million purse.

"They're both gentlemen," Averill said of Stewart and her father. "There were no bridges burned when they split."

The filly showed her class from the very start. She caught the eye of Devenport at the 1998 Keeneland November breeding stock sale and he went to $230,000 to purchase her. With Stewart, she broke her maiden in her second start last October at Keeneland going seven furlongs. The day before last year's Breeders' Cup Day, she won the Pocahontas Stakes in her third lifetime start, but that was it for the year--she was put on hold.

"She came up with a small fracture in the hind ankle," Stewart said. "It was a little crack. I spoke with Mr. Devenport and urged him to give her some time and let her develop, and I remember telling him the sky could be the limit for this filly if you give her enough time. He was patient and he did right by her and she paid him back today."

She's paid it back all year long, but still wasn't mentioned in the same breath as division leaders Flute and Fleet Renee. Returning in mid-May at Churchill Downs, Unbridled Elaine cruised to an allowance win. She was then pitched high in the one-turn mile Acorn Stakes (gr. I) where she finished fourth.

Then came the first call. Devenport took eight horses away from Stewart and put them with Vance, winner of last year's Juvenile Fillies (gr. I) with Caressing.

Under Vance, she romped in back-to-back stakes: the Iowa Oaks at Prairie Meadows, and the Monmouth Breeders' Cup Oaks (gr. II). Pitched high again, she ran a game second against males in the Pennsylvania Derby (gr. III). In her Breeders' Cup prep, she ran a solid fourth against older fillies and mares in the Spinster Stakes (gr. I) at Keeneland.

Then came the second call.

"I was a damn fool," Devenport said from his home in Lexington on his on-again, off-again relationship with Stewart. "It was over little or nothing. Stewart is as knowledgeable a horseman as there is. He works very hard at it. Anyone who wants to be successful has to work hard at it."

Devenport's silks are marked with a blue "6 D." His 75-acre spread outside Lexington is named Six D Ranch. It stands for the "six Devenports," according to Averill, who lives in Blanchardville, Wisc.--her father and mother, and their four children. Elaine has a special bond with her father as they are the ones most involved with horses. "My dad and I have the love of horses. The other children all do different things." Elaine loves racing, and visits Kentucky often to attend the races, especially when her namesake runs, but her horse bent skews toward Quarter Horses. As a bright 14-year-old, she was a Congress World Show champion in showmanship in Columbus, Ohio. Her daughter, Alexa, was a reserve champion this year.

After the race, the tale of two grays was a stark black and white contrast. At Scotty Schulhofer's barn, veterinarians and grooms attended to Exogenous, rubbing her nose and trying their best to comfort their fallen two-time grade I winner. "The vets are working with her," Schulhofer said shaking his head. "She has a concussion. It's going to be days before we'll know anything. I just hope we can get her right."

Less than 100 yards away at Barn 31, Unbridled Elaine was cooling out with McNamara and fellow assistant Brad Cox. "She's great. She's hungry," McNamara said proudly as their star grazed with enthusiasm.

However, there wasn't a lot of time to savor the victory. McNamara and Cox had to pack up to catch a 6 p.m. flight back to Kentucky. Unbridled Elaine was scheduled to catch a flight back to Stewart's base at Churchill Downs the next day. "She's handled all this very well," McNamara said. "I told Dallas yesterday when he got here that 'she's doing so good, you're not going to believe it. She really loves Belmont.' "

"We've got to win another of these things next year," Cox said with a smile.

She might be so good, they can just call it in.

QUICK FACTS

Unbridled Elaine is the third Distaff winner for Pat Day. His others wins were aboard Dance Smartly (1991) and Lady's Secret (1986).

Spain just missed joining Bayakoa as a two-time winner of the Distaff.

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