Upperline plays it by ear in Bewitch

"We talked about it this morning," Stidham said of his tactical discussion

with Graham. "We didn't really know how it was going to set up. There was

potential speed in the race, but we didn't know. I left it up to James and he

did a fantastic job."

"She's better with a little bit of a target," Graham said. "Because she broke

so sharp I just let her run the first quarter of a mile. The two horse

(Shimmering Moment) came around me and put her on the lead. I just tracked her

and picked it up when she came home. She finished really well. She's so good

right now; she's happy. Great job by everyone involved. I'm delighted; she

finished the way she was supposed to."

Woodford Belle rallied for second, besting Senada by three-quarters of a

length. Here to Win wound up fourth, trailed by Thislilsoulofmine, Shimmering

Moment, Distorted Alice and Hemera.

Upperline was gaining revenge on Senada, who ran her down late in the Dowager

at Keeneland last fall, in her only previous attempt at 1 1/2 miles. Campaigned

by Stone Farm, John Adger and Oakcrest Farm in partnership with Stidham,

Upperline now sports a mark of 19-7-4-2, $497,108. The daughter of Maria's Mon

also claims victories in the Grade 3 Arlington Oaks in 2010 and the 2011

Trillium Stakes, Allen Lacombe Memorial and Bayou Handicaps. Her five stakes

placings include the Grade 2 Golden Rod, the Grade 3 Herecomesthebride and a

near-miss when reappearing to defend her title in the March 31 Bayou at Fair

Grounds.

Bred by Stonerside Stable in Kentucky, Upperline is out of the Group 1-placed

Caerleon mare Snowflake, who is also responsible for stakes winner Snow Fall.

Snowflake is herself a daughter of Group 1 Oaks d'Italia heroine Ivyanna from

the family of such thoroughgoing stayers as Distinction and Electrolyser.

Upperline's fourth dam is noted matron Durga.

With 11,253 fans at Keeneland Thursday, the track set a new record for total

season attendance to 251,909, surpassing the previous record 250,163 from the

2011 fall meet. Friday's closing-day card will pad the meet total.

Jockey Joe Bravo, who came in to ride Here to Win, summed up the atmosphere

at the Lexington, Kentucky, venue.

"It's a great place," Bravo said. "Look around -- it's gorgeous. God's

country, right?"