Ask Bobby Frankel about Flute, and the 59-year-old trainer starts acting like a teen-ager in love. His eyes grow soft, his mouth stretches into a dopey smile, and his gruff voice turns into a warm purr. "What a sweetheart she is," Frankel said as he patted the friendly bay filly's nose one morning on the Churchill Downs backstretch. "She's a doll; she's my baby. Sometimes, I think she's almost human; she's so nice." But Flute is more than a pet. Tighten a girth around her belly, and the placid lamb turns into a raging bull -- a small, but determined fighter who never gives up. "It's like when you hit somebody with a good punch, and they shake it off and come back at you again," Frankel said. "Every time she runs, she lays her body down." Witness what happened on May 4, when Flute beat up on a dozen other 3-year-old fillies in the 127th edition of the Kentucky Oaks (gr. I). First, she did it with finesse, floating like a butterfly as she weaved her way through traffic under jockey Jerry Bailey. Then the 15.2-hand daughter of Seattle Slew unleashed her knockout punch, sweeping around the final turn to grab the lead in the upper stretch before rolling away to a 2 3/4-length triumph over Fair Grounds Oaks (gr. II) winner Real Cozzy. The winning time, 1:48.85, nearly eclipsed the Oaks record for 1 1/8 miles of 1:48.80 set by Lite Light in 1991. Lightly raced Flute was winning for the second time in just four lifetime starts. Flute almost didn't make the field, even though she was considered one of the favorites after her runner-up finish to the highly-regarded Golden Ballet in the Santa Anita Oaks (gr. I). Under Churchill's rules, only 14 fillies can run in the Oaks and preference is given to those with the highest lifetime earnings. With a mere $96,200 to her credit, Flute was unable to control her destiny in the days leading up to the big race. She rose to 14th in the rankings when Serena's Tune dropped out, then slipped back to 15th after rival trainer Mark Hennig announced he would add Raging Fever to his entry of Tap Dance and Mystic Lady. It took a late defection by Scoop the morning entries closed on May 1 to open up a berth for Flute. For Frankel, the suspense was gut-wrenching. "Can you imagine if she hadn't gotten into this race?" he said. "Nobody would have known how great a filly she actually is, and that would have been a shame. She might have proved it later on, but you know horses -- strawberries today, jam tomorrow. Oh, what a week this has been!" Before and after the Oaks, Frankel accused Hennig of entering Raging Fever to keep Flute out of the race. Hennig denied the charge, claiming he tossed in the multiple grade I winner to make sure his client, Edward Evans, had a starter if something happened to Tap Dance. However, Hennig said Raging Fever would probably be scratched, which she was on race day. But warmed by the glow of Flute's success, Frankel said in a press conference following the $609,200 Oaks that he wasn't angry. "I can't blame the trainer; he was playing by the rules. I might have done the same thing myself." Still, Frankel couldn't resist getting in a little a dig. "He should have entered a few more," the Hall-of-Fame member said with a smug grin. Produced from the stakes-winning Blushing Groom mare Rougeur, Flute races for her breeder, Juddmonte Farms, which is owned by Saudi prince Khalid Abdullah. She didn't make her career debut until last December, finishing second in a 6 1/2-furlong maiden race at Hollywood Park. "I usually don't run my 2-year-olds until late in the year," Frankel said. "I guess it's my style of training. I really don't drill them to make them show speed. Most of the pedigrees of the horses I get are bred to go a distance of ground, so I don't want to waste my time running them short. This filly was different because she showed me that she was a little precocious, but still, she's bred to go a mile and a half." Flute broke her maiden in her first start of 2001, gamely defeating Tomorrows Angel by a head in a mile test in January at Santa Anita. Then, Frankel entered his bright prospect in the Feb. 10 Las Virgenes Stakes (gr. I), but when Flute drew an outside post he scratched her. "That was lucky, drawing that outside post," Frankel said. "If I had run her in that race, I probably would have knocked her out a little bit." Instead, Frankel and Flute waited for the March 10 Santa Anita Oaks and a meeting with the streaking Golden Ballet, who was starting to look unbeatable after winning the Las Virgenes for her fourth straight victory. Golden Ballet didn't fold that day, but Flute gave her a battle to remember while losing by a length. "She showed how gutty she is," Frankel said. "She was way out of it, then she ran up there and maybe got a head in front. But she might have moved a hair too soon. Golden Ballet drew off on her, but Flute came back at her again." Frankel won the Kentucky Oaks for the first time three years ago, sending out Keeper Hill to take the lily garland. After she finished second in the Santa Anita Oaks, he gave Keeper Hill a break before racing her in Kentucky. He decided to try the same strategy with Flute, and the move paid off, keeping Frankel's latest talented filly fresh. She shed her long hair coat and added more muscle. Meanwhile, Frankel hired a new jockey. He replaced Victor Espinoza, who had ridden Flute in all three of her starts, with Bailey, a Hall of Famer who had won the Oaks with Dispute in 1993. "Victor is a great rider, but Prince Khalid loves Jerry Bailey," Frankel explained. "When you come to the big dance, you've got to get the best partner you can find." On a hot, sunny afternoon at Churchill Downs, 102,904 fans packed the stands, the second-largest crowd in Oaks history. The on-track wagering on the Derby Eve card was $10,545,158, a total that also ranked second among all-time statistics. Frankel's "sweetheart" didn't break sharply, but she recovered quickly and worked her way to the inside before settling down into a stalking position. Then she performed like a finely-tuned sports car, responding to Bailey's every command as she galloped toward the lead pack that included Mystic Lady and Nasty Storm. Behind brisk fractions of :22.97 and :46.52, Flute and Bailey advanced on the inside early, then charged to the outside to blast by the front-runners. Bailey said he asked her to move three times--first on the backstretch, then around the final turn, and finally at the top of the stretch, where she took control and then finished under a hand ride. By Frankel's count it was four moves because he included a nudge by Bailey after Flute's dull start. "Before her big explosion," Bailey said, "she had two nice little runs that moved me up between traffic and got me in behind the leaders, right where I wanted to be. Every time she ran into a roadblock, she settled again and waited for another call. When you've got a couple of gears to maneuver with, that's helpful for a jock." John Velazquez, aboard Fleet Renee, did not enjoy such cooperation from his mount. "I had Bailey inside of me, and I thought I could keep him pinned in there if I had any horse under me," he said. "But she (Fleet Renee) never really kicked for me. She was kind of going steady, steady, steady all the way. She didn't quicken up the way she did in the Ashland." While Fleet Renee maintained her even pace, Real Cozzy revved up behind Flute on the outside, but her furious rally was not nearly enough to catch the winner. Finishing third, 2 1/2 lengths farther back, was longshot Collect Call, who edged out Fleet Renee by a half-length. As the field streaked under the wire, Frankel only had eyes for his "baby." "She whipped around those horses like they were tied to the quarter pole," he said with pride.