E Five Racing Thoroughbreds' brilliant Rushing Fall heads a field eight 3-year-old fillies for Saturday's 35th running of the $500,000 Queen Elizabeth II Challenge Cup (G1) contested at 1 1/8 miles on the Keeneland turf.

The Queen Elizabeth II will go as the ninth race on Saturday's 10-race program with a 5:30 p.m. ET post time. First post Saturday is 1:05 p.m.

Trained by Chad Brown, Rushing Fall has won five of six career starts with her lone setback coming by a neck in the Edgewood (G3) at Churchill Downs in May. Rushing Fall won the Breeders' Cup Juvenile Fillies Turf (G1) last fall at Del Mar and is 2-for-2 at Keeneland with victories in the JPMorgan Chase Jessamine (G3) last fall and the Appalachian (G2) Presented by Japan Racing Association this spring.

Javier Castellano, who has been aboard Rushing Fall in all of her six starts, has the mount Saturday and will break from post position eight. Castellano teamed with Brown to win the 2012 QE II with Dayatthespa, and the rider also won the 2007 renewal on Bit of Whimsy.

One member of Brown's team who has spent a lot of time with Rushing Fall is assistant trainer Whit Beckman, who mostly has been with the Brown string in New York.

"She's an even-tempered, quiet filly around the barn," Beckman, who has worked for Brown for 2½ years, said. "Never had an issue training her. She's always been pretty honest. She's just a pleasure to have around. She's a good one."

Brown first won the QE II in 2012 with Dayatthespa, who also had won the Appalachian during the Spring Meet. Dayatthespa returned to win Keeneland's 2014 First Lady (G1), and she earned the Eclipse Award that year as champion turf female.

On Oct. 6, he scored his 24th Keeneland stakes victory when A Raving Beauty (GER) took the First Lady.

Two other Grade 1 winners are in the field: Fatale Bere (FR), winner of the Del Mar Oaks, and Capla Temptress (IRE), winner of the Natalma.

Owned by the partnership of the Benowitz Family Trust, Head of Plains Partners, Mark Mathiesen and Mathilde Powell and trained by Leonard Powell, Fatale Bere was up in time to win the Del Mar Oaks by a neck in her most recent start.

Also a winner of the Providencia (G3) at 1 1/8 miles, Fatale Bere will be ridden by Kent Desormeaux and break from post position three.

Team Valor International's Capla Temptress, trained by Bill Mott, who won this race in 2014 with Crown Queen, will be taking her third shot at Rushing Fall, having finished seventh in the Breeders' Cup Juvenile Fillies Turf and second in the Lake Placid (G2).

Seventh in her most recent start in the Sands Point (G2), Capla Temptress will be ridden by Julien Leparoux and break from post position seven.

When trainer Graham Motion won the first of his five Grade 1 stakes at Keeneland, the filly that delivered the triumphant performance had been in his barn her entire career.

That was Film Maker back in 2003. Should Secret Message give Motion a second victory in Saturday's Queen Elizabeth II Challenge Cup Presented by Lane's End (G1), she will do it as a relative newcomer to the stable.

"Bradley Weisbord bought her after her allowance win at Turfway (March 31) for the ownership group and she came to me after that," Motion said of Secret Message, who is owned in partnership by Madaket Stables, ERJ Racing, Elayne Stable 5 and Bouchey Thoroughbred Ventures.

Once in Motion's care, Secret Message transitioned to turf where she has compiled a 4-1-2-0 record with the victory coming in the Pucker Up (G3) at Arlington in August.

"She is a lovely, attractive filly and she does everything well in the morning," Motion said of Secret Message, who was a fast-closing second in her most recent start in the Sands Point (G2) at Belmont on Sept. 15.

"She broke a step slow the first time she ran for us (in the Hilltop at Pimlico) and got stirred up at Churchill Downs (for the Regret-G3 under the lights) and acted up (at the gate)."

In the Pucker Up, she dropped back to the rear of the field after the break, "but it probably looks worse on paper (in the Past Performances), than it was," Motion said.

Secret Message will be ridden for the first time Saturday by Jorge Vargas Jr.

"This is kind of a tricky weekend for riders with big races at Keeneland, Belmont and Woodbine," Motion said. "Jorge rides most of my horses locally and I have a lot of confidence in him."

Entered to run Saturday in the $500,000 Queen Elizabeth II Challenge Cup (G1), Del Mar Oaks (G1) winner Fatale Bere (FR) arrived at Keeneland Tuesday from her Southern California base. She wasted no time leaving the barn, going for a jog with a lead pony Wednesday morning on the training track.

Owned by the partnership of the Benowitz Family Trust, Head of Plains Partners, Mark Mathiesen and Mathilde Powell, Fatale Bere will mark the first Keeneland starter for trainer Leonard Powell in 10 years.

"I brought one horse here for an allowance race in 2008," Powell said of Scarlett's Place, who finished fifth in that April race.

Fatale Bere came to Powell's barn last year after beginning her career in France.

"She was purchased privately after she won her first two races," Powell said. "She ran once more there and then came over and won a prep (the Surfer Girl) for the Breeders' Cup."

In the Breeders' Cup Juvenile Fillies Turf (G1), Fatale Bere finished fifth beaten 2½ lengths by Rushing Fall, a filly she will see again in the QE II.

Fatale Bere has won two of her four starts in 2018 with both victories coming at the QE II distance of 1 1/8 miles. She has not raced since her Del Mar Oaks victory Aug. 18.

"It was more sensible to keep her with 3-year-old fillies and she runs well fresh," Powell said.

Since coming to the U.S., Fatale Bere has run on firm courses at Santa Anita, Del Mar and Belmont Park. With rain in the forecast the next two days, softer going may be possible for Saturday.

"That is a question," Powell said. "She is really good on firm, but she is inbred to (1985 Prix de l'Arc de Triomphe-G1 winner)Rainbow Quest and he liked soft turf. So that gives me hope it will not be an issue."