Godolphin's KHAWLAH (Cape Cross [Ire]) became the first filly to garner the $2 million U.A.E. Derby (UAE-G2) at Meydan Saturday, outdueling Coolmore's Master of Hounds (Kingmambo) in a dramatic showdown between the world's rival Thoroughbred superpowers. Adding further piquancy to the battle, Coolmore's trainer Aidan O'Brien was sending out his first runner in Dubai for six years, and very nearly upstaged Godolphin on its home court. Khawlah saved the day for the royal blue silks, and in the process, gave trainer Saeed bin Suroor his seventh U.A.E. Derby victory.

Most recently victorious in the February 24 U.A.E. Oaks (UAE-G3) over the same Tapeta course and about 1 3/16-mile distance, Khawlah got in with an even lighter weight assignment owing to the conditions of the U.A.E. Derby. Regular rider Frankie Dettori couldn't pare down to 116 pounds, leaving up-and-coming young rider Mickael Barzalona to pick up the mount. As he's done all Carnival, Barzalona rode a superb race to take the spoils.

Dettori ended up on another Godolphin hope, recent Brazilian import Xin Xu Lin (Wondertross), and logically drove the front-running colt straight to the early lead from post 13. Master of Hounds tracked the pacesetter, while the Mike de Kock trio of Reem (Galileo [Ire]), Mahbooba (Galileo [Ire]) and Zanzamar (Fort Wood) raced in proximity in that order. Khawlah was parked a little farther back and wider out, but striding comfortably.

Master of Hounds, who was also moving conspicuously well, launched his bid sweeping into the straight and powered to the lead. As Xin Xu Lin and Reem backed out, Mahbooba and Zanzamar stayed on at the same pace, never looking like threatening Master of Hounds. The main danger erupted from behind them, with Khawlah rallying strongly to accost Master of Hounds.

The Coolmore colt was still in full flight, yet Khawlah drew alongside, setting the stage for an epic clash. The filly refused to surrender, and thrust her nose in front at the wire. Khawlah negotiated the distance in 1:58 4/5 to enter the annals of Dubai racing history.

"It didn't go at all like I'd hoped because she couldn't get any cover, but she got me out of trouble," Barzalona said. "She was very brave and finished really well. It's a dream to win here."

O'Brien was happy with Master of Hounds' performance in defeat.

"He's run a great race," the master of Ballydoyle said. "It was his first outing of the season, and (jockey) Ryan (Moore) said he got tired in the last 50 yards, which he was entitled to do. I'm delighted to be here and be part of it. Words and pictures cannot do this place justice.

"This fellow run a nice race in the Racing Post Trophy (Eng-G1) last season (finishing third) and in America, where he was slowly away from the stalls and got too far back (when sixth in the Breeders' Cup Juvenile Turf [G2]), but he's broken well today and I'm delighted with him. He'll improve as the year goes on."

Another 3 1/2 lengths back in third came Mahbooba, who got the better of stablemate Zanzamar by about a neck. Xin Xu Lin checked in fifth, trailed by O'Brien's other runner, Alexander Pope (Danehill Dancer); Ahlaain (Bernstein); Reem; Laser Bullet (Brian's Time); Splash Point (Street Cry [Ire]); Utley (Smart Strike); Introvert (Iffraaj); Sweet Ducky (Pulpit), who was making his first start after being sold out of the Kelly Breen barn; and Mantoba (GB) (Noverre).

"Mid-division all the way," jockey Tom Queally said of his passage aboard Sweet Ducky. "We were never a factor."

Khawlah boosted her bankroll to $1,366,175 from her 5-3-1-1 line. Runner-up in a Salisbury maiden at first asking last September, she returned 15 days later to capture a Newmarket maiden. The bay came back in another 14 days for the Oh So Sharp S. (Eng-G3) at Newmarket, where she finished third to Havant (Halling) in her third race in a month. Given a deserved break thereafter, she made her sophomore, and synthetic, debut in the U.A.E Oaks, and set a new stakes record of 1:58 2/5 when beating Mahbooba.

"We will target the Epsom Oaks (Eng-G1)," bin Suroor said of his plans for the Derby-winning filly. "She will run in the Musidora (Eng-G3) at York and then the English Oaks."

Bred by Darley, Khawlah is the first foal from the winning Villarrica (Selkirk). Her second dam is English stakes heroine Melikah (Ire) (Lammtarra), who is herself a half-sister to European Horse of the Year and dual classic winner Sea the Stars (Cape Cross [Ire]); dual classic-winning European champion and international sire Galileo (Ire) (Sadler's Wells); multiple Group 1-winning Italian highweight Black Sam Bellamy (Sadler's Wells); Irish highweight Urban Ocean (Bering [GB]); classic-placed Group 3 victress All Too Beautiful (Ire) (Sadler's Wells); and Grade 1-winning millionaire My Typhoon (Ire) (Giant's Causeway).

Khawlah's third dam is thus French highweight Urban Sea (Miswaki), queen of the 1993 Prix de l'Arc de Triomphe (Fr-G1). This is also the family of Two Thousand Guineas (Eng-G1) hero King's Best (Kingmambo) and Prix du Jockey Club (French Derby) (Fr-G1) victor Anabaa Blue (Anabaa), both successful sires.