Winning jockey Rosie Napravnik became the first female rider to win the Oaks in its 138th running.
The race was delayed by a thunderstorm in the Churchill Downs area before the American Turf, the race before the Oaks. However, the track remained officially "fast" as Believe You Can picked up her second straight win following a victory in the Fair Grounds Oaks.
The favorite, Grace Hall, rallied late to take third. Believe You Can ran the 9 furlongs in 1:49.50.
Believe You Can is trained by Larry Jones for owner/breeder Brereton Jones.
She paid $29.60 to win and keyed exacta and trifecta payouts of $173 and $587.20.
A daughter of Proud Citizen, Believe You Can posted three straight wins on the East Coast last fall before finishing her 2-year-old season with a fifth-place finish in the Grade II Pocahontas at Churchill Downs. She wintered at Fair Grounds, winning the Silverbulletday in her first start of the year but then finishing a well-beaten fourth in the Grade II Rachel Alexandra before her Fair Grounds Oaks triumph.
Other races on the Oaks Day program at Churchill Downs:
Juanita hooked up with pace-setting favorite Plum Pretty turning for home in Friday's $300,000, Grade II La Troienne Stakes for fillies and mares, shook clear and went on to win by 2 lengths at nearly 17-1 odds. St. John's River passed Plum Pretty late to take third. Juanita, a 4-year-old Mineshaft filly, got the 1 1/16 miles on the fast Churchill Downs main track in 1:42.82 with Ramon Dominguez riding. She had not won in four tries since capturing the Indiana Oaks last October for trainer Mike Maker.
"When we got to the half-mile pole," Dominguez said, "I was feeling pretty good just by looking at Plum Pretty and seeing that she was already being encouraged a little bit. At that point I felt like I had more horse than her, just visually, looking at her and how mine felt."
Rafael Bejarano, riding Plum Pretty, was mystified.
"I was real easy on the lead and she stopped right away in the stretch," Bejarano said. "There was no excuse. She had a good trip. There was no pressure, but she just quit in the stretch."
Plum Pretty, winner of last year's Kentucky Oaks, came into the race off a dominating victory in the Grade I Apple Blossom Handicap at Oaklawn Park.
Contested, the odds-on favorite, kicked clear in the stretch run to win Friday's $100,000, Grade III Eight Belles Stakes for 3-year-old fillies by 4 3/4 lengths over early leader Good Deed. Always Here Too came from last of eight to finish third. Contested, with Martin Garcia aboard for trainer Bob Baffert, ran the 7 furlongs on the main track in 1:21.29.
"I knew I had a lot speed with my horse, and I was in perfect position. I was on the outside and that gave me a lot of big chances to do good things when I asked her run," Garcia said. "That's what she did. I asked her and she really ran away from them."
Stephanie's Kitten had to fight for position through the crowded first turn in Friday's $150,000, Grade III Edgewood Stakes for 3-year-old fillies, stalked the pace down the backstretch and then rallied by the early leaders in the stretch to win by 2 lengths. Firehouse Red also ran well late to finish second and pacesetting Welcome Dance saved third. Stephanie's Kitten, a Kitten's Joy filly, ran the 1 1/16 miles on firm turf in 1:40.94 with John Velazquez up. She went to the post as the even-money favorite after winning last year's Breeders' Cup Juvenile Fillies Turf and finishing third in her only earlier start this year, the Grade I Ashland over Keeneland's all-weather track.
Successful Dan powered by Fort Larned in the late going of Friday's $300,000, Grade II Alysheba Stakes and went on to post a mild upset win by 1 length over that rival. It was another 6 lengths back to the favorite, Mucho Macho Man, in third. Successful Dan, a 6-year-old Successful Appeal gelding, ran the 1 1/16 miles on a fast track in track-record time of 1:41.04 with Julien Leparoux up. Successful Dan came into the race off a win in an optional claimer at Keeneland. Mucho Macho Man, third in last year's Kentucky Derby, was riding a three-race win streak that included the Gulfstream Park Handicap in his last outing.
Silver Max made it three in a row by winning Friday's $200,000, Grade II American Turf Stakes for 3-year-olds, leading all the way and easily holding sway in the stretch. Travel Advisory did his best work late to finish second, 2 3/4 lengths behind Silver Max and 3/4 length in front of Howe Great. The favorite, Gung Ho, finished seventh and Star Channel swerved and dumped Javier Castellano midway through the 1 1/16-mile event. Silver Max, a Badge of Silver colt, got the distance in 1:41.12 with Bejarano in the irons. He took six tries to first visit the winner's circle but blossomed this year, winning all three of his turf starts. In the two races before Friday's win, Silver Max also won by daylight margins.