The start of the Distaff was delayed for several minutes after the Beldame winner Exogenous flipped in the walkway on her way onto the track and got her hind leg stuck in the railings causing injury and had to be vanned off under sedation. When the race did get underway, defending champion Spain got the lead at the top of the stretch and looked like she was going to draw off for an easy victory. But, from the clouds came Unbridled Elaine to run her down in the final strides under jockey Pat Day, in a final time of 1:49.21 for the 1 1/8 miles. It was another 1 1/4 lengths back to third place finisher Two Item Limit. Favorite Flute finished seventh for the still-winless Bobby Frankel. Pat Day said: "Both trainers [David Vance and Dallas Stewart] did an awesome job. I had to alter course to the outside. At the 1/8 pole I could get her working." Speaking about Exogenous, he added, "My prayers are with the filly." Trainer Dallas Stewart, celebrating his first Breeders' Cup win, said: "She's a great horse, strong and athletic. It's what you look for." Spain's jockey Victor Espinoza said: "Nobody else wanted the front so I had to go. We just got beat."

In the Juvenile Fillies, Shesastonecoldfox and Take Charge Lady battled for the lead in the early stages. On the turn, Bella Bellucci went for the front along the rail and looked tough, but down the stretch the Godolphin pair of 12-1 shot Tempera and 54-1 longshot Imperial Gesture ran right by her and drew off together. Tempera beat her stablemate by 1 1/2 lengths in a stakes record time of 1:41.49. It was 3 1/2 lengths back to Bella Bellucci. The favorite, Frankel-trained You, finished fourth. All the purse money won by Godolphin at the Breeders' Cup this year, $576,000 in this race, will be donated the Heroes Fund. Winning jockey David Flores said: "She accelerates when you ask her to." Godolphin racing manager Simon Crisford said: "I could never have imagined running 1-2 in this race. We've been through a lot these last two weeks. It worked out well for us. David Flores has made all the difference." Interestingly the first two winning trainers of the day are both former assistants of other greats. Dallas Stewart learned under D. Wayne Lukas while Eoin Harty was an assistant to Bob Baffert.

The Mile was next, and due to a recent drought the course was much harder than it usually is this time of year and lightning fast. Speedster City Zip went straight for the front and held the lead almost to the top of the stretch. But his early speed set things up perfectly for the closers. Val Royal, a 9% supplement, came from next to last early on, angled out and accelerated through the stretch for a length win in stakes-record time of 1:32.05 by 1 3/4 over Forbidden Apple. It was another 1 3/4 lengths back to third place Bach. Favorite Noverre finished seventh. Jose Valdivia Jr., celebrating his first Breeders' Cup win, said: "He's just an awesome horse. Julio Canani did an amazing job. Unbelievable horse. Julio told me to try not to move too soon, and that's what I did. Didn't bother to weave my way through traffic. When he switched leads he gave me a powerful kick and I knew nobody could beat him." The win was Canani's second in the Breeders' Cup, his first being Silic in the 1999 Mile. He said: "Well, he runs like a Mercedes. Only thing I can tell you. He was doing amazing things when we worked him in the morning. He's an amazing animal, so much talent."

In the Sprint, Xtra Heat went straight to the front out of the gate, with Caller One in chase. It looked like the fleet filly was going to steal the race from the front end, but down the stretch, Bobby Frankel trainee Squirtle Squirt came through on the outside under a hard ride by Jerry Bailey and finally breaks the jinx, giving Frankel a Breeders' Cup win in his 39th try. Fellow closer Caller One, who had followed Squirtle Squirt around the turn and through the stretch, finished third, a neck back of Xtra Heat. It was another neck back to Swept Overboard. Favored Kona Gold finished seventh. Owner David Lanzman said: "I had a little bit of confidence (when he broke third). Jerry Bailey told me he would take back. He sold for about a sixth of what I expected, probably because everybody knew he had a chip in his knee, except me. Getting beat in the Vosburgh didn't see us back a bit." He sent his horse to Frankel because "he's the only man who wants a Breeders' Cup win more than me."

England's Legend and Mot Juste went to the front along with Starine to their outside. Banks Hill saved ground along the hedge just behind them. As the field turned for home, Peslier asked Banks Hill and she responded, coming through on the inside. Down the stretch she drew off to win by 5 1/2 lengths over Spook Express, who was a 20% supplemental entry. Favorite England's Legend finished eleventh. Jockey Olivier Peslier, celebrating his first win at the Breeders' Cup, said "She's a very good filly. I'm sure she's a stayer. She travels well, good turn of foot. When I got in front I couldn't hear anybody. She loved the ground, she looked like a champion. " Trainer Andre Fabre said: "I was very confident about the distance and looking forward to fast ground so I was very confident." Juddmonte Farms was winless in thirty starts in the Breeders' Cup until now. Racing manager Teddy Beckett said: "Breeders' Cup is really the World Championships and it was great to finally win it. She's a totally homebred filly; we bred her sire and dam." When asked about her future, "That will be entirely up to Andre [Fabre]. She obviously stays the 1 1/4 really well which really increases her potential. We originally planned to run her in the Prix de l'Opera on Arc de Triomphe day but the ground was so soft we decided to come here."

In the Juvenile, Officer was sent off as the overwhelming 3-4 favorite. When the gate opened, Came Home and Siphonic went straight to the front with Officer to their inside. Johnannesburg stalked them just a couple of lengths back and saving ground on the rail. In the stretch, Michael Kinane angled Johannesburg to the outside and blew right by Came Home, Siphonic, and Officer to win by 1 1/4 lengths over late-runner Repent, with another 1 1/4 lengths back to Siphonic. Officer faded to fifth, beaten by a disappointing 5 1/4 lengths. Jockey Michael Kinane, celebrating his first Breeders' Cup win said: "He's been a champion every step of the way through the year. We thought that he was made for the dirt. He proved it today." Trainer Aidan O'Brien said: "He was always a serious horse from day one." Owner Michael Tabor said: "It's just very nice to have a very nice horse." He said he may send him to either the English 2000 Guineas or the Kentucky Derby. Immediately after the race, British bookmakers William Hill announced that Johannesburg is 7-2 for the Derby and 9-2 for the Guineas. Overbrook Farm's Jump Start had to be pulled up after the wire and was vanned off. His jockey Pat Day said: "He started travelling really bad at the 1/8 pole so I tried to pull him up slowly. He's been a good patient thus far." The veterinarian said the injury is not life threatening.

As expected, With Anticipation went to the front and set the early pace. Just to his outside was Timboroa with Quiet Resolve in tow. With a half mile to go, Timboroa inherited the lead as With Anticipation faded along the hedge. On the turn, Fantastic Light angled out and took off on the field and stretched his lead to 2 1/2 lengths a furlong out, holding off the on-rushing Milan to win by 3/4 lengths, finally breaking the losing streak of favorites on the day. It was another 5 3/4 lengths back to third place finisher Timboroa. Final time was 2:24.36, a new course record. Jockey Frankie Dettori said, "It's a relief. At least we got one. He's a great horse. Like a good wine he gets better with age. He lost a little bit of concentration when he was well clear, but I could feel Milan coming and I thought 'keep going a little bit more'. When I asked him, the race was over." The win increased Godolphin's donation to the Heroes Fund to $1.88 million for the day.

When the gate opened, Albert the Great and Orientate hooked up in an early speed duel, with Tiznow just behind them. On the turn, Tiznow and Sakhee swung out wide and circled the early pace. Midway down the stretch, the pair drew even with Albert the Great. Sakhee briefly got his nose in front, but Tiznow, between Albert the Great on the rail and Sakhee to his outside, dug in and outfinished the others to become the first repeat winner of the Classic. Jockey Chris McCarron said: "He's outstanding. He's a wonderful animal. He's a lot more intelligent than others and he loves to be out on the racetrack. When I first pushed the button at the 3f pole, I didn't get the acceleration I'm used to, like I got last year. But when Sakhee got to my hip, Tiznow saw him before I did and he accelerated. And I thought, 'oh good, we got him'. In spite of the fact Sakhee got by him he did accelerate and outgamed him, gave more resolve." Referring to his late co-owner Cecilia Straub-Rubens, owner Michael Cooper said: "I think Tiz knew in spirit she was here. The way he came back in that race and gutted it out right down the line, kind of like the way she was too."