To her breeders, Beholder a beauty that's caught many an eye (Part 1)

The first of two parts.

The 32nd edition of the Breeders' Cup, to be held in the heart of bluegrass country at Keeneland on October 30-31, will represent a homecoming of sorts for a great number of its equine participants. Among them is dual champion mare Beholder, who will be returning to her home state for only the second time to race and whose expected showdown with Triple Crown hero American Pharoah in the Breeders' Cup Classic (G1) will be among the most highly-anticipated in the race's history.

Beholder was born and raised at Clarkland Farm, located on Bryan Station Road a few miles north of downtown Lexington. Clarkland is owned by Fred and Nancy Mitchell and their daughter, Marty Buckner, and is on land that's been in possession of Nancy Mitchell's family since the 18th century.

A number of good horses have been reared in the Clarkland paddocks for outside clients, including Hall of Fame sprinter Housebuster, but Beholder is easily the most accomplished the Mitchells have bred themselves.

Beholder's story began in 2006 when her now 19-year-old dam, Leslie's Lady, was purchased by Clarkland for $100,000 from the estate of James Hines Jr. at the Keeneland November sale.

"She didn't attract me, she attracted my wife," said Fred Mitchell, a native of the Stamping Ground community in neighboring Scott County. "She was a two-year-old stakes winner, she had a decent pedigree. Probably slipped through the cracks a little [at the sale]."

A few weeks earlier, Leslie's Lady's yearling by Harlan's Holiday had sold at Fasig-Tipton for $80,000. Subsequently bought by B. Wayne Hughes for $180,000 the following March, the colt turned out to be Into Mischief, a Grade 1-winning juvenile and now a top stallion at Hughes' Spendthrift Farm.

In choosing a stallion to breed to Leslie's Lady in the wake of Into Mischief's success, the Mitchells decided on multiple Grade 1-winning sprinter Henny Hughes. The resulting foal was Beholder.

"Into Mischief was by a grandson of Storm Cat and Henny Hughes traced back to Storm Cat, so we did a nick cross," Mitchell said. "The mare got two good horses by the cross of Storm Cat on the top side. Her weanling colt [by Scat Daddy] goes back to the Storm Cat cross also."

Beholder wasn't an immediate standout as a youngster at Clarkland, but that began to change as the 2011 Keeneland September sale approached.

"She didn't impress us until we were getting her ready for the sale," said Mitchell, who noted she would share a paddock with two other yearling fillies, both by Harlan's Holiday. "This filly started to bloom, and my wife said if we wanted to race any one of the three it would be that bay Henny Hughes filly.

"The more we prepped her, the classier she got. She showed unbelievable. At the sale, she was like a halter horse in the ring. She never made a bad move. She never took her eye off whoever was looking at her. When you got ready to walk her, she never let that boy get in front of her. She always had half a head in front of him. She was impressive at Keeneland."

Like Into Mischief before her, Beholder wound up in the hands of Spendthrift Farm.

"Sean [Feld] at Spendthrift fell in love with her. He was influenced to buy that filly," Mitchell said. "We were ecstatic with what she brought as a yearling [$180,000] being by Henny Hughes."

Eventually sent to trainer Richard Mandella in Southern California, Beholder was a 21-1 longshot in her Hollywood Park debut in late June 2012. She finished fourth, beaten more than eight lengths, but to date it's one of only two times she's run worse than second in 20 starts.

"They said before her first start they really liked her, but I don't think think they had any idea they would turn out to be the filly she is," Mitchell said.

Beholder won three of her final four starts at two, including the Breeders' Cup Juvenile Fillies (G1) at Santa Anita to clinch divisional championship honors. At three, Beholder was named champion again after winning five of seven starts, including the 1 1/8-mile Breeders' Cup Distaff (G1) at Santa Anita over a field that included Royal Delta, Close Hatches, and Princess of Sylmar.

"Who would have thought a filly out of a Tricky Creek mare would go a distance of ground and have the stamina she does?" Mitchell said.

In part 2 of our conversation on Beholder, Fred Mitchell will reflect on her historic win in the Pacific Classic (G1), the implications of a potential victory in the Breeders' Cup Classic (G1), and the future breeding career of Leslie's Lady.

(Beholder photo: Matt Wooley/EquiSport Photos)