ARCADIA, Calif. -- What a gal!

Zenyatta overcame early trouble to beat the boys in the $5 million Breeders' Cup Classic yesterday, running her record to 14-0 in the most impressive effort of her career.

Zenyatta, a 5-year-old mare, rallied from last after a poor start and fought off Gio Ponti in the stretch to win by a length at Santa Anita, beating a loaded field of 11 males and becoming the first female to win the Classic in its 26-year history.

"There are tears coming to my eyes. I can't believe it," said trainer John Shirreffs, who eschewed a box seat to watch his star horse from the rail near the finish line.

Quality Road was scratched at the starting gate after he acted up and scraped his hind leg, delaying the start by several minutes. Zenyatta initially turned sideways when it was time to enter the gate, and all the commotion may have explained her poor start.

She broke on the wrong foot and dropped well behind the field, and Hall of Fame jockey Mike Smith let Zenyatta lope along near the back -- her usual running style in the early going.

"At the half-mile pole, I thought, 'Oh God, they're stacked up. There's no way I'm going to get around all these horses,'" Smith said.

Rounding the final turn, Zenyatta still had a lot of ground to make up on the leaders and her chances appeared bleak.

"If she wins this, she'll be a super horse," announcer Trevor Denman shouted in his call.

Zenyatta then made a bold inside move midway through the far turn, and Smith angled her to the far outside as the crowd of 58,845 fans erupted.

Showing the grit of an undefeated champion, Zenyatta closed relentlessly and denied Gio Ponti the upset. Smith pumped his left arm as Zenyatta galloped past the grandstand for possibly the last time in her sterling career.

Owners Jerry and Ann Moss said Zenyatta, named after the 1980 album "Zenyatta Mondata" by The Police, likely will go to the breeding shed next year.

"I think she deserves to go out now with her record intact," Jerry Moss said.

Zenyatta ran 1 1/4 miles in 2:00.62 and paid $7.60, $5.60 and $3.80 as the 5-2 favorite.

"She's sent from heaven," said Smith, who lovingly patted Zenyatta's mane on the way to the gate. "She's incredible. I still didn't hit all gears."

Gio Ponti returned $9.20 and $6.60, while Britain-bred Twice Over paid $7 to show.

"The horse ran a great race, but he couldn't beat the winner," said Christophe Clement, who trains Gio Ponti. "She's a freak. What can I say?"

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