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Beholder and Songbird, Inextricably Linked After the 2016 Distaff

Celebrating 40 Years of the Breeders' Cup with Living Legends

Each race–particularly a Breeders' Cup win–is special to the connections of the winner, but some races stand out more than others in all who are lucky enough to witness them. Some get embedded in the mind and take up permanent residence there. Just about everyone in racing can recall in vivid detail Arazi's scintillating 1991 Juvenile or Personal Ensign's electrifying 1988 Distaff or Tiznow's gripping 2001 Classic. Each of those are among the transcendent performances in our sport that stir the soul, both for those who witnessed them in person or live on television and even in newer racing devotees who discover them for the first time.

Without a doubt, the 2016 GI Breeders' Cup Distaff ranks among the best races in Breeders' Cup history. Two already-beloved Breeders' Cup winners and future Hall of Famers locked horns in what would prove a race for the ages, only to finish millimeters apart at the wire.

To jog the memory, that year's Distaff was the last Breeders' Cup race on Friday's card at Santa Anita and the final race of Beholder's stellar career. The Spendthrift colorbearer was already a three-time Eclipse champion, a 10-time Grade I winner, and a dual Breeders' Cup winner. However, after three straight runner-up finishes and certainly in the twilight of her career at the age of six, there were whispers that perhaps the great mare's best days were behind her.

Beholder at Spendthrift | Sarah Andrew

“I was really nervous about it going in because I wasn't quite sure she was the same Beholder as a 6-year-old as she had been her 5-year-old year,” said Ned Toffey, general manager at Spendthrift. “I remember the next day wondering why my hands were sore and it was because I was pounding on the box, pounding on the wall as they were coming down the stretch, cheering her home.”

For her part, the Fox Hill-owned Songbird was no slouch either as an undefeated 3-year-old filly. Her previous 11 starts–and wins–included seven Grade I victories and the last year's Breeders' Cup Juvenile Fillies, as well as an Eclipse championship of her own. The question facing her was how she would handle older mares for the first time, especially one as tough as Beholder.

“With her first Breeders' Cup, I don't think we've ever had a horse we were as confident in,” said Victoria Keith, Fox Hill Farm's vice president at the time. “You get really, really spoiled by a horse of her caliber. With [Fox Hill's] Havre de Grace and Hard Spun, you knew they were going to give a good effort, but with Songbird, you got the idea she was invincible.

“This race was the toughest competition. When you're going to be meeting up with Beholder…” Keith trailed off. “l always feel when two great horses meet each other, the [older horse] is going to have the physical advantage even with a weight allowance. The fact that Songbird ran so well was something to be so proud of.”

It was exactly the type of showdown we all crave and that so rarely comes to fruition. Both were clearly at their best that day. Of course, there were a number of other top fillies and mares in that year's Distaff, but they were all running for third.

In a stretch run reminiscent of Sunday Silence and Easy Goer in the 1989 Preakness or Affirmed and Alydar in the 1978 Belmont, Songbird and Beholder exited that final bend together and threw it all down. Nose to nose for stride after pulsating stride, neither deserved to lose.

“We had a bad angle on the wire and it looked to me like Songbird had gotten her nose down on the wire,” said Toffey. “It was a great race. Two champions, two gutsy, courageous mares. Those are the kind we're' all looking for.”

Songbird at Gainesway | Sarah Andrew

Keith had the same thoughts. “We all stood there and thought Songbird had won. From our angle it certainly looked like she'd nosed out Beholder. We were so proud to be part of that race, one that is considered to be one of the best Breeders' Cup races ever.”

In the end, the photo showed Beholder's nostrils just a hair breadth in front at the wire, but the bob could just as easily have gone to Songbird. Both had given their best, neither had disappointed, and the two have been inextricably linked since.

“We were waiting for [the photo] and when it came down, I remember the look on [Fox Hill owner] Rick [Porter]'s face,” said Keith. “At first, we were so disappointed, so sure it was us, and then so proud that the disappointment didn't last long.”

The Spendthrift team had the opposite experience, initially believing they'd lost the photo and then realizing they'd won the epic battle.

“Our group was ecstatic. Just jubilation,” said Toffey. “We all knew going in that it was going to be Beholder's last start. At six, it was time to be retired and be bred. It was funny because there wasn't a sense of pressure because she'd had such a remarkable career already, having won a Grade I at two, three, four, five, and six. It was, in some ways, an unprecedented career.

“Songbird was a worthy adversary and she certainly didn't disappoint. It was a really, really fitting way for Beholder to wrap up one of the greatest careers we've seen, a great and fitting way to cap her career.”

Both Beholder and Songbird earned year-end championships in their respective divisions. Beholder became only the second horse in history to win three Breeders' Cup races.

Despite officially losing what would become a match race, Songbird inspired enduring respect and a legion of hashtags on social media claiming #SongbirdWon.

Both owners of the two champions have since passed away: Fox Hill's Rick Porter in June, 2021 and Spendthrift's B. Wayne Hughes two months later.

Beholder with Spendthrift's Kendall Wucker | Sarah Andrew

“Probably one of my favorite memories is that Rick and Mr. Hughes became friends,” reminisced Keith. “One time [Hughes] invited us to his house to show us his guest bathroom downstairs with custom wallpaper of Songbird and Beholder. Obviously for him to do something like that showed how equally proud he was. Those two gentlemen were two of the finer men in racing. Both were so proud to be part of that race and those two fillies. That's what is so special about it to me.”

Both mares have continued to make headlines. Beholder was retired after the Distaff to Spendthrift Farm.

“It was huge for us to bring her home,” said Toffey. “There are obviously plenty of nice mares on the farm, plenty of nice horses, but when you have a horse like that get off the van, there's a little added sense of pressure to the task of getting her let down safely and settled into farm life, plus to go on and get her bred, all those things.

“[Trainer Richard] Mandella did such a great job taking care of her at the track. It was very gratifying for her to come home and to hope she was going to come in and have a good, long career. A horse like that sort of picks everybody's head up on the farm. There's a sense of pride, something really special about it, how it lifts everyone's morale.”

Songbird with her Curlin filly | Sarah Andrew

Each foal has been eagerly anticipated, with the farm willingly sharing updates with the public. Beholder's first two foals did not live up to her lofty standards at the track, but her next three have each made headlines in 2023. There is a sense that she is just getting started as a producer despite a slower start.

Her first foal, Q B One (Uncle Mo), did not win at the racetrack. He is now a 5-year-old and has been gelded.

“He is a young lady's show horse,” said Toffey. “He has a great, great home, goes to horse shows regularly. He was not an easy horse. If he had almost any other pedigree, he would have been gelded sooner as he was a little bit of a rogue. He had a hard time concentrating on doing his job, so it was hard to get an assessment of his talent level, but he didn't show a lot of focus.”

Karin With an I (Curlin), Beholder's 4-year-old, was unplaced in two starts.

“She is back here at Spendthrift,” said Toffey. “She's a beautiful filly, very strong, marked sort of similarly to Beholder. For whatever reason, she didn't demonstrate a lot of talent. She is in foal to [Spendthrift's Kentucky Derby and Breeders' Cup Classic winner] Authentic.

“The mating was always interesting. We were waiting to do it for a generation or so because there's some thought of inbreeding to superior females. The foal will be 3×3 to Leslie's Lady. We're excited about the potential there.”

Leslie's Lady, of course, was the Broodmare of the Year who produced both Beholder and Into Mischief, Spendthrift's record-breaking four-time leading sire.

Beholder's current 3-year-old filly, Teena Ella (War Front), became her first winner in February and then went one better by capturing the GIII Senorita S. in May. Toffey said she is the least impressive physically of Beholder's foals to date, as she is “somewhat short and compact, but definitely had a little bit of zip to her.” He said she was just starting to come into her own, but had some niggling issues and will be retired and bred this coming year.

Beholder | Sarah Andrew

A graded winner is a wonderful accomplishment for any broodmare, but Beholder is not just any mare. In hindsight, she was just warming up with Teena Ella. Her 2-year-old filly has since become the undefeated 'TDN Rising Star' and facile GI Del Mar Debutante S. winner Tamara (Bolt d'Oro), who has given flashbacks of her brilliant dam. Tamara is targeting the Breeders' Cup Juvenile Fillies, which Beholder won 11 years ago. And then, of course, there's Beholder's yearling colt by Curlin, who topped August's Fasig-Tipton Saratoga Sale when realizing $4 million from agent Donato Lanni on behalf of Zedan Racing.

Beholder was barren to the cover of Gun Runner this year. She is in foal to Jackie's Warrior for 2024.

“There was a time when Mr. Hughes thought about selling Beholder,” said Toffey. “It was early in her career, but she developed a fever which kept us from shipping her to Fasig-Tipton. That may have been some of the best luck we've ever had. Mr. Hughes had a saying, 'This is the damnedest business, because at the time when you have luck, you don't even know for a couple of years whether it's good luck or bad luck.' How fortunate that led us to keep her. After her win [over males in the 2015 GI] Pacific Classic, there was no selling her. Some of the best luck.

“There is something really special about Beholder,” continued Toffey. “She's only a little bit bigger than average. She's a good, strong filly, not huge, but now on the farm she's grown and developed and is that much bigger. She has a tremendous presence about her that you would get a sense of even if you didn't know who she was. She sort of knows that she's special. There's a presence and a substance to her that really strands out.”

Songbird | Sarah Andrew

Songbird had a slightly different journey than her biggest rival after the 2016 Distaff. She briefly raced the next summer, adding two more Grade I wins to her extensive CV, then topped Fasig-Tipton's November Sale as a $9.5-million broodmare prospect when Mandy Pope's Whisper Hill Farm LLC won the bidding war.

“While it was hard [to say goodbye to Songbird], Rick was never really into breeding,” said Keith. “He had tried his hand at it a little bit earlier and thought about buying a farm in Lexington, but it didn't pan out and he didn't really want to board them elsewhere. Rick loved the horses but was also very disciplined. For him that meant there was a certain amount of money he'd spend at auction and from that crop there would be a very small percentage that would pay for the rest, not on the track, but in selling. That enabled him to keep in the black by having that discipline.

“He had to be able to sell the valuable breeding prospects. The good thing is that he was at the level in racing that you know the person who is going to buy the horse is going to be a good owner, and give certainly as good a home as we'd ever give the horse. It was exciting for him to see his horses do well in every area. The businessman in him was very disciplined in that.”

Like Beholder, Songbird did not immediately find success with her first foals, but each foal brings renewed promise and hope. Also like Beholder, she too sent her first yearling to the sales this year. Songbird's Curlin colt was a $1-million Book 1 purchase by Grandview Equine at the Keeneland September Sale.

Songbird's initial foal, the unraced Arrogate filly Song Gate, produced her first foal, a filly by Tapit, this year. Songbird's 3-year-old filly, Magical Song (Tapit), last raced at Saratoga Aug. 18 for trainer Todd Pletcher but has not yet found the winner's circle. She also has an unraced 2-year-old filly by Tapit, as well as that seven-figure Keeneland yearling. Songbird produced another Curlin foal, a filly this time, May 1 and has been bred back to Gun Runner.

“I've watched her from afar,” said Keith. “She was such a sweetheart, it's sort of unbelievable to me how sweet she was [and yet such a competitor]. The most you can hope for in racing is that you've been blessed enough to own a horse like that.

“Rick was very blessed and I got to ride along on the coattails. I got to live vicariously. It was so fun, a very special journey. I wish everyone in horse racing could experience it.”

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Don’t Just Breed the Best to the Best–Sell Them, Too

They say that beauty is in the eye of the beholder, but in the case of one of the world's most precious broodmares it has so far been a case of “look but don't touch.” That's all about to change, however, with the inclusion in Fasig-Tipton's freshly-minted Saratoga catalogue of a colt by Curlin out of Beholder (Henny Hughes). This is the first of the Hall of Famer's foals to be offered for sale by Spendthrift, a move that reflects a quiet shift of the weathervane as the farm evolves under the regime succeeding its late owner, B. Wayne Hughes.

This is headed by Hughes's daughter Tammy and her husband Eric Gustavson, with continuity provided by general manager Ned Toffey. All emphasize their determination to respect the Hughes legacy, while continuing to build and adapt.

The very fact that a breeder will now have an opportunity to buy into one of the modern breed's most remarkable families is a case in point. For the innovative stallion program developed by Hughes proved so successful, above all through the phenomenal rise of Beholder's sibling Into Mischief, that it has required a parallel upgrade in the broodmare band. This trend has felt increasingly conspicuous, both in the last stages of Hughes's life and during the two years since his loss.

“In the past, we used to bring in a lot of mares that would sort of add to the middle,” Gustavson acknowledges. “And Tammy and I have come to the conclusion that we would like to add to the top of our broodmare band, and have some of these big-time mares to breed to big-time stallions. Certainly Into Mischief qualifies as one of those.

Of course that's our primary model, the stallion, so we're always trying to bring in the next big thing. And now we want the big-time mares to go with the big-time stallions.”
Spendthrift duly gave $9.5 million for Monomoy Girl (Tapizar) at the Fasig-Tipton Fall Mixed Sale of 2020, alongside the $4.2 million Bast (Uncle Mo) and $2.75 million Got Stormy (Get Stormy). In their slipstream followed a series of other striking acquisitions, such as Paris Lights (Curlin) for $3.1 million at the 2021 Keeneland November Sale. But this rebalancing, in turn, has now prompted a shift of strategy with the kind of stock now being produced by the home herd.

“Under Mr. Hughes, we generally offered nearly all of our yearlings at auction,” Toffey explains. “There's always been sort of an emotional attachment to Beholder and her offspring. But one of the things that we've talked about since his passing is that it's important we continue to run Spendthrift as a business. We've kicked around a lot of ideas. We talked about keeping a lot of the offspring, becoming a little more of a breed-to-race operation. But at the end of the day we feel like this is a business and we need to continue to run it that way.

“We had a decision not just with Beholder this year, but with a lot of these other wonderful mares. We've a tremendous foal crop, and some really nice horses will be in the pipeline in the coming years. So we had to make a decision: are we going to keep all these, or are we going to make them available to buyers? And we felt like if all we're going to do is take our culls out there, it doesn't send a great message for those horses. We realize that we can never know where the best racehorses will come from. Sometimes it won't be from the elite. But we want buyers to see that we're going to make our best horses available, and give them a shot to do well with them.”

Ned Toffey | Spendthrift Farm

“That's the first thing you would want somebody to understand,” agrees Gustavson. “That we're definitely not unloading. And I think by selling these types, you're proving that you're not just unloading your culls, but you're selling what you think is the best of your best. And we hope that brings a kind of different mindset to the buyer, so that they're thinking, 'Wow, these guys are selling serious horses.'”

That determination makes a real poster boy of Beholder's colt, who is expected to match his billing as Hip 165 in the Taylor Made consignment. Toffey reckons Curlin to have been “a bit of a no-brainer” as a mate for Beholder in 2021, and the Hill 'n' Dale stallion has only reinforced his reputation since.

“It felt like she had enough speed to suit Curlin, who tends to get a little more of a Classic type,” Toffey reasons. “And we've got a physical that would suggest that's what we've got. He's really an attractive, athletic, strong colt. Great mover, got great presence to him. We're really excited about him, particularly with sons of Curlin taking off, like Good Magic.”

Evidently the colt also has the temperament required at the Saratoga sale, where traffic through the sales complex is so hectic.

“This is a colt that's got a great mind,” Toffey says. “You know, there's an intensity about him but also great intelligence and he takes everything in stride. And Saratoga is just a magical place to take a marquee horse. There's just an incredible atmosphere, and we're looking forward to capitalizing on that. This is the kind of horse that you like to take there: let him show himself off to all the top buyers, and see what he can do.”

In her young breeding career—this is her fifth foal—Beholder has recently made an important breakthrough with third foal Teena Ella (War Front), who won the GIII Senorita S. at Santa Anita in May, only her second start after breaking her maiden. And that's despite Toffey reckoning Teena Ella to be a somewhat less impressive specimen than some of her younger siblings.

“But we began to realize that she had some athletic ability,” he says. “Richard Mandella's done a great job in managing her, and she's now a graded stakes winner. And you know, for Beholder to have her pedigree, race record and looks, and now to add graded stakes producer to her resume—that puts her in an incredibly elite group of broodmares.”

Moreover her 2-year-old by Bolt d'Oro has been evidently been exciting Mandella and his team.

Eric Gustavson | Spendthrift Farm

“By all accounts he seems to have the most ability of those we've seen so far, including the Grade III winner,” Toffey discloses. “That's got to be proven out, but the early reviews are very, very good. So hopefully Beholder is really just getting started now, and seems to have figured the broodmare game out. The pipeline seems pretty loaded and we feel that this colt, physically, has a different look about him. He's got all the tools and hopefully will put all that together.”

In starting her own contribution to the dynasty, Beholder can now render still more extraordinary the story of Leslie's Lady, the Tricky Creek mare who was perceived as offering little genetic credibility when Into Mischief started out. Since then she has proved herself an authentic blue hen through the endeavors of Mendelssohn (Scat Daddy) and Beholder herself.

“It really is remarkable,” agrees Toffey. “As Mr. Hughes used to like to say, 'Nobody knows.' When Into Mischief first went to stud, people really questioned his pedigree. It's amazing the way things unfold. Given a little bit of time, it has now become one of the most spectacular pedigrees in the American Stud Book. So it's been a great ride. I don't think anybody could have expected everything to happen the way it did. But, you know, breeding is a game that requires patience. And if you do show a little of that, you can really be rewarded.”

That length of perspective has also served some of the strategic shifts being made by the Spendthrift boardroom. Weighing up the context, Toffey explains: “You know, early on, we had a relatively modest stallion roster, with a couple of exceptions. And it's always been important for us to have a broodmare band that we can utilize to support our stallions at an appropriate level. Gradually we've been fortunate enough to increase the quality of our stallion roster, and so we really felt it important to upgrade the quality of the broodmare band to go along with that. And now we're fortunate to have some really high quality stock roaming the grounds here.”

Having been broodmare manager at Three Chimneys prior to his recruitment by Hughes in 2004, Toffey does not deny feeling an extra fulfilment in this new chapter of the Spendthrift story.

“I really have,” he says with a smile. “Mr. Hughes would actually give me a hard time pretty regularly about being a broodmare guy, and I am a little biased. I do believe that the broodmare plays a huge role, and probably an underrated role, in all of this. I really believe that the strength of any organization is its broodmare band. If you go through history, you see how the fortunes of many farms rise and fall on the backs of a small number of really successful broodmares.”

That said, quality will remain complemented by quantity. “This is a numbers game,” Toffey argues. “You've got to go through a lot of horses to find those really special ones. But we've got ownership here that's excited and committed to try and bring in, and produce, the best quality that we can.”

And that's a matter of evolution rather than revolution.

“Wayne was such a visionary, and so successful in almost everything he did, that we'd be foolish not to try thinking about how he would have gone about things,” Toffey reflects. “At the same time, over the years Tammy and Eric have gotten very familiar with how to go about things, and they bring a lot of their own ideas as well.”
The evolution of the program will also be evident at the Keeneland September Sale, where the young bloods on the Spendthrift roster will once again be making their presence felt.

Curlin at Hill 'n' Dale at Xalapa | Sarah Andrew photo

“We've got a really nice group of yearlings going to Keeneland, highlighted by our first-year sires Authentic and Vekoma,” Toffey says. “We're getting great feedback from breeders about both. Meanwhile our freshman sires have gotten off to a great start, right now we've got four of the top five, and we'll have a number of offerings by those stallions as well. Our Keeneland consignment is probably highlighted by a colt that Elite Sales will be selling for us, by Into Mischief out of Bast: obviously a tremendous pedigree, and a really impressive physical, so a horse that we're really excited to offer to buyers.”

In terms of the bigger picture, meanwhile, Gustavson professes admiration for the multi-faceted elaboration of quality to be observed such rival programs as Stonestreet.

“Obviously this is not a unique idea, what we're doing,” he acknowledges. “A lot of things that people do are just copied from competitors or friends/competitors, and that's just what we're doing here with a sort of Stonestreet model. You've got big-time mares, you still race, but you are known as someone who sells Grade A foals.”

Many other farms, equally, have emulated the brand of commercial dynamism introduced to the Bluegrass by Hughes. And Gustavson concludes by reiterating a fidelity to his father-in-law's pioneering legacy.

“We would always want to honor the past and sort of add our own flair to it, if you will,” he says. “I mean, Wayne was a bigger and better businessman than I'll ever even think about being, so there's no competing there. He did a lot of things that were very innovative, and very disruptive, and we have benefited from those over the years.

“I learned so much from him. So for Tammy and I, along with Ned and our team, it's not like we were thinking, 'Well, if we ever take the reins, this is what we'll do.' It's just the time has come where we are blessed with the opportunity to try some different things. That's where the buying of higher-end mares comes from, and we switched some things up at the farm [as well]: in terms of our protocols, in terms of the numbers we're breeding, and then also now obviously selling the top lots that we've ever had, this summer and early fall.

“We're so humbled by the opportunity to be able to carry on Wayne's legacy, and we hope that we can do it justice.”

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Teena Ella Becomes Beholder’s First Winner

5th-Santa Anita, $69,000, Msw, 2-12, 3yo, f, 6fT, 1:09.42, fm, 1 1/4 lengths.

TEENA ELLA (f, 3, War Front–Beholder {Ch. 3-year-old Filly, 2x Ch. Older Mare, Ch. 2-year-old Filly, MGISW, $6,156,600}, by Henny Hughes), the third foal out of Beholder, became the champion's first winner while making her turf debut at Santa Anita Sunday. The 2-1 favorite broke alertly and was keen while in tight quarters between rivals battling for the lead in the early strides. She settled back just off the dueling leaders behind fractions of :22.76 and :45.71. Tipped out four wide at the top of the lane, the bay filly closed determinedly to win going away by 1 1/4 lengths. Irish Rose (Irish Surf) was second.

Teena Ella faded to sixth behind subsequent GI Starlet S. and GIII Las Virgenes S. winner Faiza (Girvin) in her six-furlong debut at Del Mar last November. She was most recently third going six furlongs over the main track at Santa Anita Jan. 6. Her victory capped a powerful hour for Spendthrift Farm, which was also represented by Kingsbarns (Uncle Mo), who took his record to a perfect two-for-two with a powerful victory at Tampa Bay Downs.

Beholder, a four-time Eclipse winner, has a 2-year-old filly by Bolt d'Oro and a yearling colt by Curlin. She was bred to Gun Runner, but was barren last year. Click for the Equibase.com chart or VIDEO, sponsored by TVG. Lifetime Record: 3-1-0-1, $48,740.

O/B-Spendthrift Farm LLC (KY); T-Richard E. Mandella.

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Girvin’s Faiza Powers To ‘Stardom’ At Del Mar

Sent right to the front after a fast beginning by jockey Flavian Prat, FAIZA (Girvin–Sweet Pistol, by Smart Strike), a $725,000 2-year-old purchase out of the Fasig-Tipton Midlantic Sale, hooked up early with Teena Ella (War Front) and outlasted her rival to earn 'TDN Rising Star' status on debut. The pair kept the pace honest, covering the first quarter in :21.92 as Teena Ella, the daughter of four-time champion Beholder, stuck a head in front and the top two pulled several lengths clear of the rest of the field. Though it looked briefly as if Teena Ella might get away, Faiza threatened past the quarter pole with Prat sitting cool while Juan Hernandez was already hard at work on his filly. By the top of the lane, Faiza began to assert her dominance, coming into the final eighth well clear as Teena Ella faded from contention. Lily Poo chased her home from second but was ultimately no match as Faiza hit the wire a wrapped-up 3 1/2 lengths ahead.

The second 'TDN Rising Star' and 16th winner for her freshman sire (by Tale of Ekati), Faiza is out of a half-sister to MGSW and Spendthrift Farm stallion Thousand Words (Pioneerof the Nile) while second dam Pomeroys Pistol, a graded-stakes winner herself, placed in both the GI Prioress S. and the GI Test S. Faiza's yearling half-sister by Cairo Prince recently brought $160,000 at the Keeneland September Yearling Sale.

4th-Del Mar, $71,000, Msw, 11-12, 2yo, f, 6f, 1:09.28, ft, 3 1/2 lengths.
FAIZA, f, 2, Girvin
1st Dam: Sweet Pistol, by Smart Strike
2nd Dam: Pomeroys Pistol, by Pomeroy
3rd Dam: Prettyatthetable, by Point Given
$90,000 Ylg '21 FTKJUL; $725,000 2yo '22 EASMAY. Lifetime Record: 1-1-0-0, $42,000.
O-Michael Lund Petersen; B-Brereton C. Jones (KY); T-Bob Baffert.
Click for the Equibase.com chart or VIDEO, sponsored by TVG. Click for the free Equineline.com catalogue-style pedigree.

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