Phil Sims and Jerry Namy’s Don’t Tell Sophia, a $1,000 yearling purchase who has thrilled racing fans this year with a victory in Keeneland’s Grade I Juddmonte Spinster and a runner-up finish in the Breeders’ Cup Distaff (GI), heads a field of 10 older fillies and mares entered Sunday for the 99th running of Thursday’s $200,000-added Falls City Handicap (GII), the traditional main dish of the Thanksgiving Day racing menu at Churchill Downs Racetrack.

The 6-year-old daughter of Congaree is the strong 6-5 favorite in handicapper Mike Battaglia’s morning line odds for the Falls City, a 1 1/8-mile race for fillies and mares ages 3 and up that, like the Kentucky Derby Presented by Yum! Brands (GI), Longines Kentucky Oaks (GI) and the Clark Handicap Presented by Norton Healthcare (GI), dates to the first Churchill Downs racing meet in 1875, when the track was known as the Louisville Jockey Club.

The Falls City Handicap is scheduled as the 11th event on a 12-race holiday program enjoyed by thousands of fans who will gather beneath the track’s Twin Spires enjoy Thanksgiving dinner and all the trimmings. The racing program begins with a special holiday post time of 11:30 a.m. (all times EST) for its first race, with post time for the Falls City scheduled for 4:22 p.m.

Don’t Tell Sophia, the runner-up to Wine Princess in the 2013 Falls City Handicap, is favored to add a Falls City triumph to a 2014 campaign of six races highlighted by her victory in the Spinster on Oct. 5 and a fast-flying runner-up finish to 2014 Longines Kentucky Oaks winner Untapable in the Breeders’ Cup Distaff on Oct. 31 at Santa Anita. Prior to those races she scored an emphatic victory in September’s Locust Grove at Churchill Downs and won the Bayakoa and Pippin Stakes at Oaklawn Park early in the year.

Trained by co-owner Sims, who purchased her for $1,000 at Keeneland’s 2009 September Yearling Sale, Don’t Tell Sophia’s impressive second half of 2014 has lifted her career record to 11-5-3 in 23 races with earnings of $1,339,255. This year’s campaign has easily been her best as she has fashioned a record of 4-1-1 in six races with earnings of $866,413. Sims’ star has an affinity for Churchill Downs, where her only loss in four starts was last year’s runner-up finish in the Falls City. She also won last year’s Chilukki (GII) over the Louisville track.

Regular jockey Joe Rocco Jr. will be aboard Don’t Tell Sophia, who will break from post 7 and will carry high weight of 125 pounds. She will concede from three-to-11 pounds to her Falls City rivals.

The major threat to the favorite in the Falls City could be posed by Bill Cubbedge’s Molly Morgan, a multiple graded stakes winner who has enjoyed her greatest racing success at Churchill Downs.

Molly Morgan will be looking to sweep Churchill Downs’ Fall Meet graded stakes for older fillies and mares following her 2 ¼-length victory in the $200,000-added Chilukki (GII) at one mile on Nov. 1. Earlier this year she scored a four-length victory in the Grade II Fleur De Lis and was runner-up to the multiple Grade I winner On Fire Baby in the La Troienne (GI) on Kentucky Oaks Day. She has scored five of her seven career victories in her 12 races over her home track. She also won this year’s Gardenia (GIII) at Ellis Park and ran third to Don’t Tell Sophia in the Spinster.

Trained by two-time Falls City Handicap winner Dale Romans, Molly Morgan will carry 122 pounds and will break alongside favored Don’t Tell Sophia from gate six. Leading jockey Corey Lanerie will ride Romans’ star, who turned in a rare poor race at Churchill Downs when she ran seventh in the 2013 Falls City.

A pair of New York-based stars from high-profile stables could be major factors in the Falls City. Stonestreet Stables LLC’s Teen Pauline and Alpha Delta StablesEndless Chatter have each enjoyed success in stakes competition in 2014.

Teen Pauline, a 4-year-old daughter of Tapit trained by Todd Pletcher, is a three-time stakes winner in 2014 with victories in the Top Flight (GII), Ladies Handicap and the Affectionately at Aqueduct. She returned from a layoff of nearly eight months to run sixth to Dame Dorothy in the Turnback the Alarm (GIII) at Belmont Park on Oct. 26, but her early speed could be an effective weapon in the Thanksgiving Day feature that appears to have few horses that possess early foot.

Julien Leparoux has the mount on Teen Pauline (5-1 on Battaglia’s morning line), who will break from post eight and has been assigned 118 pounds.

Endless Chatter finished last of eight in the Turnback the Alarm, but prior to that outing the 4-year-old daughter of First Samurai had finished third to Belle Gallantey and Stopchargingmaria in the Grade I Beldame. She carried a three-racing winning streak into the Beldame that included a victory in the Summer Colony Stakes at Saratoga.

Trained by Chad Brown, Endless Chatter (6-1) will carry 117 pounds and will start from post four under jockey Jesus Castanon.

Another Falls City contender with local success is Preston Stable LLC’s Flashy American, a former $25,000 claiming horse that has developed into a graded stakes winner for trainer Kenny McPeek.

The 5-year-old daughter of Flashy Bull won the 2013 Locust Grove at Churchill Downs, one of her three stakes triumphs in 2013. She also ran third to Wine Princess and Don’t Tell Sophia in the Falls City. Flashy American scored the first graded stakes victory of her career earlier this year in Hawthorne’s Sixty Sails (GIII) and was runner-up to Molly Morgan in the Fleur De Lis.

Flashy American’s career record stands at 8-4-4- in 30 races with earnings of $652,387, but her record at Churchill Downs is 3-3-1 in eight races. A 10-1 shot in the Falls City morning line, Flashy American will be ridden by Chris Landeros and will carry 118 pounds from post five.

A 3-year-old filly set to face older fillies and mares in the Falls City is Ida May Tafel’s Tiz Windy, a daughter of Tiznow who was an easy winner in the Indiana Oaks (GII) at Indiana Grand in her most recent start. Trained by Hall of Famer Carl Nafzger, Tiz Windy brings a two-race winning streak into the Falls City and has a record of 2-0-2 in five races at Churchill Downs.

Brian Hernandez Jr. will ride Tiz Windy, who will attempt to become the first 3-year-old to defeat her elders in the Falls City since Dundalk Dust in 2010. She will break from the outside post and carry 117 pounds.

While the Kentucky Derby, Kentucky Oaks and Clark Handicap have been run annually and without interruption since 1875, there have been four periods since the inaugural Louisville Jockey Club racing meet during which the Falls City has not been run: 1878-81, 1885-91, 1893-1909 and 1928-40.  The race has been run under several conditions and distances, it has been a race for fillies and mares since 1927.

The field for the 99th Falls City Handicap, from the rail out (with jockey, weight, morning line odds), includes: Mufajaah (Shaun Bridgmohan, 114, 50-1), Imposing Grace (Channing Hill, 114, 20-1), Strut the Course (Robby Albarado, 119, 12-1), Endless Chatter (Castanon, 117, 6-1), Flashy American (Landeros, 118, 10-1), Molly Morgan (Lanerie, 122, 4-1), Don’t Tell Sophia (Rocco, 125, 6-5), Teen Pauline (Leparoux, 118, 5-1), Frivolous (Jon Court, 117, 50-1) and Tiz Windy (Hernandez Jr., 117, 8-1).

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