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    Perfect Shirl and jockey John Velazquez held off a cavalry charge to the wire, winning the $2,000,000 Breeders' Cup Filly and Mare Turf by three quarters of a length under the lights at Churchill Downs, covering the mile and 3/8's on a good Matt Winn Turf Course in 2:18.62.

    Conditioner Roger Attfield had expressed some doubt about running the bay daughter of Perfect Soul out of Lady Shirl on the soft turf.

    "I was very concerned," he said, "because she's never been able to handle a soft course. Once I saw how she was moving down the backside, I could see she was moving beautifully and I became very excited."

    Roger Varain's Nahrain with Lanfranco Dettori aboard nosed out the Aidan O'Brien-trained Misty For Me with Ryan Moore in the irons.

    For the win, Perfect Shril returned $57.60, $18.60 and $11.60. Nahrain paid $5.00 and $3.80, and Misty For Me paid $5.20 to show.

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