Counterpoint at Gulfstream ParkC.V. Whitney's Counterpoint didn't make his 3-year-old debut until March 23. At the time, the son of 1943 Triple Crown winner Count Fleet was still a maiden.Counterpoint ran fourth in that maiden race, and then was sent to Keeneland, where he started three times over 13 days leading up to the Kentucky Derby. He slogged through six furlongs in heavy going to win in 1:17. He next took on older horses in the Ben Ali Handicap and finished second behind the mare Wistful. In the Blue Grass Stakes, Counterpoint's stablemate, Mameluke, won the first division, and Counterpoint ran fourth in the second, but was moved up to third because of a disqualification.
The Derby was won by a son of Count Fleet, but it wasn't Counterpoint. Count Turf scored by four lengths, with the two Whitney homebreds way back in the field of 20.Counterpoint stayed the course. He ran second in the Preakness, then crammed in two preps against the previous year's champion 2-year-old male Battlefield at Belmont Park going into the Belmont Stakes. Counterpoint ran fifth to Battlefield in the Withers Stakes and beat him while setting a track record in the Peter Pan Handicap. The Belmont, which was held a month after the Preakness, proved little problem for Counterpoint as he beat favored Battlefield by four lengths.