Spain, who won the 2000 edition of the Breeders' Cup Distaff (gr. I) and came within a head of repeating that feat this year, worked a sharp :59 4/5 over five furlongs in her final preparation for Thursday's $250,000-added Falls City Handicap (gr. III) at Churchill Downs. Owned by The Thoroughbred Corp. and trained by D. Wayne Lukas, the daughter of Thunder Gulch will likely meet Roger Davenport's Unbridled Elaine, who overtook her deep in the Belmont stretch to capture the Distaff last month.The Falls City, for fillies and mares three and up going nine furlongs, may also attract Carl Pollard's 2000 Breeders' Cup Juvenile Fillies (gr. I) winner Caressing, setting up a rare match between three Breeders' Cup winners in a real Thanksgiving treat.Spain lost last year's edition of the Falls City by a nose to Bordelaise.