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ARCADIA, Calif. — A wily older jockey and a bright filly named Beholder teamed up to win the $2 million Distaff by 4¼ lengths Friday at Santa Anita, spoiling Royal Delta’s bid for a third straight victory at the Breeders’ Cup.

Sent off as the third betting choice, Beholder relaxed while running third down the backstretch before moving up to wrest the lead from pace­setter Authenticity and going on to the easy victory under Gary Stevens.

“There was never a bit of panic from her, so there was never a bit of panic from me,” he said.

Royal Delta and jockey Mike Smith finished fourth as the 7-5 favorite in the Distaff.

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Stevens, 50, who came back from a seven-year retirement in January, was the leading rider at Longacres in Renton in 1983 and 1984.

He earned his ninth career Cup win and first since 2000.

Beholder, last year’s champion 2-year-old filly, paid $7.60 to win and put herself in position to claim this year’s 3-year-old filly title.

“She’s the most intelligent animal that I’ve ever been around,” Stevens said. “She listens. She doesn’t always obey, but when she’s in a race, she listens to what I want to do and the lessons that she’s been taught.”

It was a good day for the older guys.

Smith, a 48-year-old Hall of Famer, won two of the five Cup races Friday, and will be aboard morning-line favorite Game On Dude in the $5 million Classic on Saturday.

“We’re just two old athletes that are still applying our trade pretty good,” Stevens said.

Smith triggered the day’s biggest upset in the $500,000 Marathon, the first of five Cup races. He guided London Bridge to a 1-length victory that was worth $20 to win.

Smith followed it up with a 1-length victory aboard Britain-bred Outstrip ($14) in the $1 million Juvenile Turf, extending his record for most Cup wins by a jockey to 19.

Goldencents ($9.60) snapped a five-race skid by winning the $1 million Dirt Mile by 2¾ lengths for co-owner Rick Pitino, the Louisville basketball coach.

Ireland-bred Chriselliam ($15.80) won the $1 million Juvenile Fillies Turf by 2½ lengths.