Beholder (foaled May 9, 2010) is an American Thoroughbred race horse and multiple Eclipse Award winner. She was purchased as a yearling by B. Wayne Hughes of Spendthrift Farm. She had an early reputation for being difficult to handle, but trainer Richard Mandella worked extensively with her, developing her from a temperamental front-runner into a seasoned veteran who could be placed in strategic positions.
As a two-year-old in 2012, she won three of her five races including the Breeders' Cup Juvenile Fillies and was voted American Champion Two-Year-Old Filly. In the following season, she won five of her seven races, including the Breeders' Cup Distaff. With the Breeders' Cup win, she became the first horse to win both the Breeders' Cup Juvenile Fillies and the Distaff in consecutive years, and concluded her three-year-old season by being named American Champion Three-Year-Old Filly. After a four-year-old season plagued by injuries and illness, with a single graded stakes win in three attempts, she returned to form as a five-year-old with multiple stakes wins, becoming the first filly or mare to win the Pacific Classic and was voted American Champion Older Dirt Female Horse. In doing so, she became the first horse since 1976, male or female, to win Grade 1 stakes races at age 2, 3, 4, and 5. In 2016, she extended this achievement by winning the Grade I Vanity Stakes, and in doing so tied the record of John Henry for winning a Grade I race five years in a row. She closed out her career winning the 2016 Breeders' Cup Distaff, prevailing by a nose over Songbird. She received her second Eclipse Award as Champion Older Dirt Female Horse at the end of the year and retired in 2016 having tied Goldikova as one of only two horses to have ever won three Breeders' Cup Championships. In 2022, she was named to the National Museum of Racing and Hall of Fame.
Background Beholder is a bay mare with two small specks of white on her forehead. She was bred by Fred Mitchell's Clarkland Farm in Lexington, Kentucky. She was sired by Henny Hughes, a sprinter whose biggest wins came in the King's Bishop Stakes and Vosburgh Stakes in 2006. Beholder's dam, Leslie's Lady, won five races out of 28 starts, including the listed Hoosier Debutante Stakes in 1998, and was purchased by Mitchell in 2006 for $100,000. Leslie's Lady was a descendant of the broodmare Last Bird, making her a distant relative of Kentucky Derby winner I'll Have Another. Beholder's older half-brother, Into Mischief (sired by Harlan's Holiday), won the 2007 CashCall Futurity and the 2008 Damascus Stakes, and her younger half-brother Mendelssohn won the 2017 Breeders' Cup Juvenile Turf and the 2018 UAE Derby. Leslie's Lady was named the 2016 Kentucky Broodmare of the Year.
As a yearling, Beholder was consigned by the Clarkland Farm to the sale at Keeneland in September 2011, where she was bought for $180,000 by B. Wayne Hughes' Spendthrift Farm. At age two, the filly was sent into training with California-based trainer Richard Mandella.
Beholder initially developed a reputation as a "temperamental diva." As a young filly, she was prone to rearing when she got upset and later turned to bucking. But the people who worked with her every day viewed her differently; her exercise rider in 2013, David Nuesch, described her as "straightforward", explaining, "She kind of likes it to be her idea and doesn't want to be told too much what to do." Her groom, Ruben Mercado, said she was a "little angel" in the stables but "all business" on the track. Mandella used earplugs and a hood with ear coverings (colloquially called "earmuffs") to help keep her focused. At one point, he tried giving her ear buds, but the sound upset her even more. Mandella was described as the "perfect" trainer for her, as he was willing to try different training techniques to keep her from getting in her own way, took the time to figure out her quirks, and learned to anticipate her behavior. The bond and depth of communication between trainer and horse was noted in the press. Mandella's son Gary described Beholder as having an "Alpha Male perspective", explaining, "She's actually dominant, bullyish and head strong. She's not quirky because she's worried that something is lurking around the corner. The things that she does that are hard to manage are because she's tougher than you."
As she aged, her behavior improved, and she began to behave like a seasoned veteran. Mandella gave credit to the horse: "I’d say she brought me along. I haven‘t brought her along. I’ve just been along for the ride." By her six-year-old season, following her 17th career win, which was also her sixth consecutive victory, Mandella said of Beholder, "Good horses come along, and there are a few great ones, but to be great and stay great, it really is special."
Racing career
2012: two-year-old season Beholder was ridden in all of her two-year-old races by Garrett Gomez. She began her racing career by finishing fourth behind Executiveprivilege in a maiden race on the Cushion Track at Hollywood Park Racetrack on June 28. A month later, she recorded her first win in a maiden race at Del Mar racetrack, beating Fanticola by lengths. On September 2, she was moved up to Grade I class for the Del Mar Debutante Stakes over seven furlongs. Starting at odds of 8.1–1, she hit the starting gate but took an early lead, leading by lengths in homestretch, but she was caught by Executiveprivilege at the finish line and was beaten a nose. Beholder moved to Santa Anita Park in October. Because she remained keyed up after the previous race and upset by the stress from shipping, Mandella put her in an easier race than a Grade I to see if she would settle down enough to contest the Breeders' Cup later in the year. She was entered into a six-furlong allowance race and won by eleven lengths despite being eased in the closing stages. On November 2 at Santa Anita, Beholder was one of eight fillies to contest the Breeders' Cup Juvenile Fillies over one mile. She was the 9–2 joint second choice in the betting behind Executiveprivilege, who was made the 13–8 favourite. Beholder took the lead from the start and broke clear of the field to open up a three-length advantage on the final turn. She held off the late challenge of Executiveprivilege to win by a length.
2013: three-year-old season Beholder began her three-year-old season in the Grade II Santa Ynez Stakes over seven furlongs at Santa Anita on January 21. She started the 1–5 favorite but was beaten three-quarters of a length by Renee's Titan. An explanation for her poor performance emerged a week later when an examination revealed an ulcer in her throat. At the same course on March 2, Beholder started 4–5 favorite for the Grade I Las Virgenes Stakes over one mile. She led from the start and was never seriously challenged, winning by lengths from Fiftyshadesofhay. Beholder's next race was the Grade I Santa Anita Oaks on April 6, for which she started the 3–10 favorite. Despite an unfavorable draw, she quickly went into the lead and went clear of the field in the straight to win by lengths from Iotapa. Mandella described the winner as having "the heart of a warrior". Throughout her spring campaign, she continued to be ridden by Gomez.
In the Kentucky Oaks on May 3 at Churchill Downs, Beholder started at odds of 9–1 in a field of ten fillies, with the Gulfstream Oaks winner Dreaming of Julia the 6–4 favorite. It was the first time she had been shipped outside of California. Beholder tracked the leader, Midnight Lucky, before moving into the lead in the homestretch but was overtaken in the closing stages by the 39–1 outsider Princess of Sylmar and finished second, beaten by half a length. Her loss was attributed in part to her behavior in the post parade. Without her training earmuffs, she was anxious and upset by the crowd noise, fought to get away from the track pony that was leading her to the gate, and partially fell down, forcing Gomez to jump off. Sportswriters described her as "angry" and adrenaline-filled, while Mandella described her as "rattled." After the race, Gomez speculated that if Princess of Sylmar had been closer as she passed, instead of well to the outside, Beholder's fighting instincts still might have been enough to have held out for the victory. However, he also commented at the time that she relied on speed to win, and if she was slowed down, she had difficulty regaining momentum.
After a break of almost four months, Beholder returned in the Torrey Pines Stakes over one mile at Del Mar on September 1, where she was ridden for the first time by Gary Stevens. She started the 1–10 favorite and led all the way, winning from second-place finisher Wittgenstein. Four weeks later, Beholder was matched against older fillies and mares in the Grade I Zenyatta Stakes over eight and a half furlongs at Santa Anita. She led from the start and won, with the six-year-old veteran Authenticity in second. Mandella called the winner "a filly that really likes the fight" while Stevens said that "I haven't gotten close to the bottom of her yet". On November 1, Beholder contested the Breeders' Cup Distaff over nine furlongs at Santa Anita. The field was a very strong one, including Royal Delta who had won the race for the last two years, Princess of Sylmar, Authenticity, and Close Hatches. Although Beholder showed some anxiety in the starting gate, she had a clean start. Mandella had been training her so that instead of always being a front-runner, she could be rated behind other horses and conserve energy. His strategy was a success as Beholder tracked the leaders before moving up into second place half a mile from the finish. She took the lead two furlongs out and went clear of the field to win by lengths over Close Hatches, with Royal Delta fourth and Princess of Sylmar last of the six runners. After the race, Mandella said, "I’ve been lucky enough to have many good mares in my years of training, but this mare might have to be the best of all." With her Distaff win, she became the first horse to win both the Breeders' Cup Juvenile Fillies and the Distaff in consecutive years.
2014: four-year-old season
Beholder ran only three races in 2014. She began her third season in the Santa Lucia Stakes at Santa Anita on April 21. Conceding six pounds to her opponents, she started at odds of 1–10 and won by more than five lengths over Legacy. She returned to Grade I competition at the Ogden Phipps Stakes at Belmont on June 7. It was only the second time she had been shipped to race outside California, the only prior trip having been the Kentucky Oaks. Beholder went off as the favorite ahead of Princess of Sylmar and Close Hatches. She raced on the outside and moved up to third on the final turn but made no further progress and finished fourth behind winner Close Hatches.| She had sustained an injury during that race, and after returning to training, she split the wound site open again during a workout, requiring stitches and missing additional training time. Nonetheless, on September 27, with Mike Smith riding her for the first time, she won the Zenyatta Stakes for a second time, winning by of a length over Tiz Midnight and Iotapa. She was viewed as not at her peak fitness but progressing well in spite of the delays in training linked to her injury.
Beholder was prepared to defend her Breeders' Cup Distaff title and was also consigned to be sold at the 2014 Fasig-Tipton fall sale immediately after. Plans changed when she was found to be running a 104 °F fever after exercising on October 19. She was scratched from both the race and the sale, and owner Hughes decided that after she recovered from her illness, she would not be sold but instead would stay in training and return to racing in 2015.
2015: five-year-old season