Brushed by a Star, who scored a narrow win over Joyful Victory in the Grade 2 Chilukki for owner Team Forster and trainer Grant Forster, will make her first start for her new connections in Thursday's Grade 2, $150,000 Falls City Handicap at Churchill Downs.

Following her victory in the Chilukki, Brushed by a Star was sent to Lexington and sold for $400,000 at the Fasig-Tipton November Sale. She was then sent back to Louisville to continue training under Eddie Kenneally.

"The new owner is a partnership group: Unlimited Equine LLC," Kenneally explained. "We've seen all her races this year. She won the (Grade 2) Molly Pitcher (at Monmouth) and the Iowa (Distaff at Prairie Meadows), too. She's a very nice filly and has a lot of residual value as well."

In preparation for the Falls City, Brushed by a Star breezed a half-mile in :47 1/5 on Friday. The four-year-old daughter of Eddington recorded the second fastest of 35 works at the distance.

"She worked very well," Kenneally stated. "She came to us very good. She's sound and healthy. We'll try not to change anything. She just won a Grade 2. They did a fine job with her.

The Chilukki was the gray filly's third straight runner-up finish, as she also filled the second spot in the Grade 1 Zenyatta (formerly Lady's Secret) at Santa Anita and the Grade 3 Gardenia at Ellis Park. Joyful Victory's only win this season came in the Tiffany Lass at Fair Grounds in mid-February.

Joyful Victory isn't the only one looking to turn the tables on Brushed by a Star. Afleeting Lady was sixth in the Molly Pitcher behind the highweight but returned to the winner's circle in her last two, the Lady's Secret and Grade 3 Turnback the Alarm Handicap. The Afleet Alex mare just missed by a neck in the 2011 Falls City to Arena Elvira, who will be lining back up for a title defense run on Thursday.

Arena Elvira captured the Falls City as part of a five-race win streak that culminated in the Wayward Lass in her seasonal opener. The Bill Mott-trained daughter of Ghostzapper has raced only twice more since that March 17 event, finishing third in the Grade 3 Sixty Sails Handicap before returning from a six-month layoff oto be a fading sixth behind Afleeting Lady in the Turnback the Alarm.

Ain't She a Saint, a romping winner in a pair of state-bred stakes in her last two, Grade 3 runner-up Sea Level Drive and Grade 2-placed Maristar complete the Falls City field.