Medallion Racing, Parkland Thoroughbreds, Hoffman Thoroughbreds, Mrs. Paul Shanahan and Mrs. M.V. Magnier’s Lush Lips (GB) powered past pace-setting Opulent Restraint (IRE) nearing the eighth pole en route to a 1¼-length victory in the 42nd running of the $800,000 Queen Elizabeth II Challenge Cup (G1) Presented by Dixiana for 3-year-old fillies Saturday afternoon.

Trained by Brendan Walsh and ridden by Tyler Gaffalione, Lush Lips completed 1 1/8 miles on a turf course rated as good in 1:48.01. It is the first victory in the race for Walsh and Gaffalione.

Opulent Restraint led the field of eight through fractions of :23.23, :47.70 and 1:12.08 with Lush Lips tracking in second 1½ lengths back. On the far turn, Lush Lips began to close in with the undefeated Laurelin (IRE) the only runner behind the top two making any headway.

Opulent Restraint maintained the advantage approaching midstretch until Lush Lips swept past and built enough cushion to hold off Laurelin, who rallied for second.

Making her Keeneland debut, Lush Lips is a daughter of Ten Sovereigns out of the Arcano mare Lamyaa. In notching her first graded stakes victory, Lush Lips improved her record to 10-4-4-0 and more than doubled her earnings to $769,510 with Saturday’s $387,888 check.

Lush Lips rewarded her backers with payoffs of $19.22, $6.04 and $4.52. Laurelin, ridden by Kendrick Carmouche, returned $3.48 and $2.70 and finished three-quarters of a length in front of Opulent Restraint, who paid $5.26 to show under Luis Saez.

It was another 2¾ lengths back to favored Fionn, who was followed in order by Candy Quest, Daisy Flyer, Simmering (GB) and Destino d’Oro.

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Racing continues Sunday with a nine-race program beginning at 1 p.m. ET and featuring the 29th running of the $400,000 Franklin (G2) for fillies and mares going 5½ furlongs on the grass.

Sunday is Kids Club Family Day Presented by UK HealthCare.