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BALTIMORE — Sloshing in the mud with visions of an upset, Nik Juarez guided long-shot Actress through a memorable maiden-breaking voyage Friday in the Black-Eyed Susan.

After a sudden and intense rainstorm turned the track at Pimlico Race Course into a sloppy mess, Actress outlasted Lights of Medina by a head to win the $250,000 race for 3-year-old fillies in front of a record crowd of 50,339. That topped last year's total of 47,956.

It was the first victory for Actress following a pair of second-place finishes in the first three races of her career. Trained by Jason Servis, the filly paid $27.60, $10.60 and $7.80 at nearly 13-1 odds.

Total wagering on the 14-race program was a record $19.895 million, up 6 percent over last year's old mark of $18.661 million.

After previously running six and seven furlongs, Actress found her groove at 1 1/8 miles. At the quarter-pole, she was next-to-last before rallying along the rail and easing to the outside. While doing that, she nearly ran up the heels of the horses in front of her before regrouping and finding a clear path.

"They were running fast up front and I was sitting behind," Juarez said. "She ate the dirt up. When she made her move, she really started running and carried it on."

Lights of Medina, trained by Todd Pletcher and ridden by Feargal Lynch, beat third-place finisher Corporate Queen by two lengths.

Like Actress, Lights of Medina made up plenty of distance in the latter stages of the race. But she didn't have enough of a push to overtake the winner.

"She just missed a head bob," Pletcher said. "It was a great effort by her."

Pletcher also trains Moana, who finished fifth. He can only hope for better results Saturday, when he saddles Kentucky Derby winner Always Dreaming in the Preakness.

A beautiful day at Pimlico changed quickly about an hour before post-time for the Black-Eyed Susan. After a fierce rain sent fans scurrying for cover, thunderclaps rang in the distance as the horses prepared to enter the starting gate.

Though the rain let up before the start, the horses galloped through huge puddles during an intriguing race.

Corporate Queen was left far behind at the outset, was still the trailer at the half-mile pole and eighth in the stretch before finishing strong.

"It took her a little bit to figure it out," trainer Ron Moquett said. "We didn't even know if she was going to try, and then she did."

Favorite Shimmering Aspen finished seventh in the 11-horse field and Summer Luck, third choice in the wagering, was eighth.

Earlier in the day, heavily favored Shaman Ghost stormed past stablemate Dolphus in the final eighth of a mile to win the $300,000 Pimlico Special by a neck.

Ridden by Javier Castellano, Shaman Ghost won for the eighth time in 16 career races. He paid $2.80, $2.20 and $2.10.

"I could have gone to the lead any time," Castellano said, "but I didn't want to."

Conquest Windycity finished third.