Stride-for-stride they came flying down the stretch late Saturday afternoon, Proud Spell and Music Note, America's top two 3-year-old fillies, in an old-fashioned slugfest.

Though it meant hooking a two-time Grade I winner at the top of her game and riding a four-race winning streak, it was exactly what trainer Larry Jones wanted to see.

"This filly of ours has never been passed down the stretch," Jones said. "The entire time we've had her, she's never been passed. That's what I told [jockey] Gabriel [Saez]. Do not let Music Note in front.

"I don't care if you have to ride all the way to the barn area on Nelson Avenue or what, she don't get in front."

She didn't. As Music Note came menacing up on her right flank, Saez coaxed one final surge out of Proud Spell to win the Grade I Alabama by a head at Saratoga Race Course.

The Godolphin-owned entry of Music Note and Little Belle, favored at 2-5, ran second and third, separated by 4 1/2 lengths. Completing the abbreviated field were Mushka, a distant fourth, and Sweet Vendetta, who was eased.

Second choice of a crowd of 32,344, Proud Spell ($5.90) avenged her nightmarish loss in the previous meeting with Music Note 49 days earlier, temporarily taking over the division lead in the process.

"I don't think there's any doubt, but I'm prejudiced," Jones said. "They both showed their courage. They both dug in and had equal shots. That's how it's supposed to be decided.

"In my mind, there's no doubt that sheÕs the best 3-year-old filly in the country and, hopefully, we just showed it here today."

Winning for the fourth time in seven starts this year, Proud Spell ran 11Ú4 miles in 2:04.08 on a fast main track. She was able to track pacesetter Little Belle, who led through sensible fractions of :24.97, :50.22 and 1:14.70.

Saez kept Proud Spell in the clear within a length of Little Belle on her outside, with Music Note in close pursuit. Proud Spell took over the top spot as the field left the backstretch and set down for the challenge that awaited.

"I needed to be patient and stay in position," Saez said. "That's what we did until we could make the best move. When I got to the eighth pole, I had to push a little harder. When I saw Music Note come alongside of us, I told my filly, 'C'mon, let's start running.' It was an exciting finish."

Under Javier Castellano, Music Note swung to the outside and began to roll as Proud Spell went to the lead. Running four-wide, she passed Little Belle and began reeling in Proud Spell.

"She was behind all the way and in nice position," said trainer Saeed bin Suroor, who flew in from England for the race. "She was traveling very well. The last furlong he started to ask her, and that's where she really gave everything. I thought for a second she was going to win."

Her connections gave serious consideration to running in the $1 million Travers against colts a week after the Alabama, but decided to keep Music Note with her own kind, on a dry racetrack with a short field.

"We were just thinking to keep our options open. The Travers is a tough race," Suroor said. "We know she is a top-class filly and she always tries hard. She ran a big race, and we're happy with that."

Not happier than Jones, who got the shot at redemption he was after. Proud Spell has now won the Grade I Kentucky Oaks, Grade II Delaware Oaks and Grade II Fair Grounds Oaks, pushing her career earnings near $2 million.

"We wanted to match her. We felt like this is what we needed for our horse," he said. "Nobody was giving each other anything. Our filly stepped up to the plate like we thought she could and hoped she would.

"That's what we were hoping it would come down to. We wanted to see a real horse race. We thought these horses were very even and both of them are deserving of championships. We figured we would have to prove it right here."