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Beholder is a bay mare with no white markings, other than two small specks of white on her forehead. She was bred by Fred Mitchell's Clarkland Farm in Lexington, Kentucky. She was sired by Henny Hughes, a sprinter whose biggest wins came in the King's Bishop Stakes and Vosburgh Stakes in 2006. Beholder's dam, Leslie's Lady, won five races out of 28 starts, including the listed Hoosier Debutante Stakes in 1998, and was purchased by Mitchell in 2006 for $100,000. Leslie's Lady was a descendant of the broodmare Last Bird, making her a distant relative of the Kentucky Derby winner I'll Have Another. Beholder's older half-brother, Into Mischief (sired by Harlan's Holiday), won the 2007 CashCall Futurity and the 2008 Damascus Stakes, and her younger half-brother Mendelssohn won the 2017 Breeders' Cup Juvenile Turf and the 2018 UAE Derby. Leslie's Lady was named the 2016 Kentucky Broodmare of the Year.