A field of seven 3-year-old fillies competed in the 135th edition of the $500,000 Kentucky Oaks (G1), traditionally held on the Friday before the Kentucky Derby, before a crowd of 104,867, the 4th largest in Oaks history. Fantasy Stakes winner Rachel Alexandra was the heavy 3-10 choice over 5-1 Flying Spur, runner-up in the Fair Grounds Oaks last out. Sunland Park Oaks winner Gabby's Golden Gal was the 8-1 third choice.
Gabby's Golden Gal went to the front to lead the pack through fractions of 23.75, 47.46, and 1:11.81 while as many as 1 1/2 lengths in front of Rachel Alexandra who stalked her just to her outside. On the turn, Rachel Alexandra moved alongside Gabby's Golden Gal and took over the lead at the 1/4 pole. Under a hand ride by rider Calvin Borel, Rachel Alexandra powered away through the lane to win by a record 20 1/4 lengths in 1:48.87, just 1/3 second off the stakes record. Stone Legacy closed from sixth to get second, 4 1/4 lengths in front of Flying Spur third.