Spendthrift Farm’s mare Beholder nipped the previously undefeated by Songbird by a nose to win the 33rd running of the $2 million Longines Breeders’ Cup Distaff (G1) for fillies and mares on Friday afternoon at Santa Anita Park, in Arcadia, California.

Trained by Richard Mandella and ridden by Gary Stevens, Beholder covered the 1 1/8 miles on a fast main track in 1:49.20.

It was the second Distaff victory for Beholder, who won the race at Santa Anita in 2013. She also won the Breeders’ Cup Juvenile Fillies at Santa Anita in 2012.

It was the fourth Breeders’ Cup victory for Spendthrift, whose other victory came in the 2011 Mile at Churchill Downs with Court Vision