Aidan O'Brien's rank outsider Qualify caused a major upset in the Investec Oaks at Epsom.
David Wachman's 1000 Guineas heroine Legatissimo looked set to become a dual Classic winner when coming out of the pack to lead passing the furlong marker, but Colm O'Donoghue conjured a late rattle from 50-1 shot Qualify and got up by a short head.
Lady Of Dubai was a further two and a half lengths back in third in a race that had plenty of hard-luck stories.
Qualify mixed it with the best as a juvenile last season and won a Group Three along the way, but looked to have plenty on her plate having finished stone last in the Guineas at Newmarket and down the field in the Irish equivalent.
O'Donoghue dropped his mount out towards the back of the field for much of the mile-and-a-half journey and she remained nearer last than first rounding the home turn.
Legatissimo was the 5-2 favourite to become the first filly since Kazzia in 2002 to follow up Guineas glory in the Oaks and having travelled well for Ryan Moore, she quickened to the lead, but Qualify - who avoided the trouble on the inside - wore her down in the dying strides.
The biggest disappointment was Crystal Zvezda, who refused to settle for Richard Hughes and finished well down the field.
O'Donoghue said: "I'm not surprised, she's always shown a lot of pace and is a well-balanced filly. Because she shows so much pace we were unsure if she'd get the trip, but she saw it out really strong.
" She travelled and she's well balanced, so even though I was a long way back coming up the straight with a clear run, it's the winning post that matters. I just wanted to keep her on an even keel and not interfere, she came home strong.
"They are new owners (Mrs Chantal Regalado-Gonzalez) so I'm delighted for them and I'd like to thank Mr Magnier, Mr Tabor and Mr Smith for the opportunities they continue to give me."
O'Brien added: "She was always very classy and won her Group Three at the Curragh very easy last year.
"We thought we'd start at Newmarket, go to the Curragh and then come here. It went a little bit wrong at Newmarket, but Joseph (O'Brien) looked after her. She ran a real lovely race at the Curragh and we knew stepping up in trip would suit, but weren't sure about a mile and a half.
"Colm gave her a masterful ride. We're lucky, we have high-class horses and she'd always worked like one. I was just a bit worried the ground wasn't fast enough. It's great that we bred her, too."
John Merrell, the husband of the winning owner, said: "It's not as much of a shock as you might think, we thought we had a chance and she finished terrific in the Irish Guineas from a long way back.
"She'd been working great at home, so we're not that surprised. We bought her before the Breeders' Cup when an agent contacted us."
David Wachman said of Legatissimo: "She came there to win her race but she just ran out of petrol and we've got no excuses. We'll look to go back to either a mile or a mile and a quarter. Ryan said he didn't see that happening, but I'm delighted for Colm."
Luca Cumani said of Lady Of Dubai: "She ran a very nice race, but Adam (Kirby) said they kicked a long way out, which didn't help as he had to kick as well.
"We knew the second horse was good, but we don't know where the winner came from - that's horse racing. It's debatable whether we go back to 10 furlongs for the Nassau or go for the Irish Oaks."
