ARCADIA, Calif. --- What a gal!

Zenyatta overcame early trouble to beat the boys in the $5 million Breeders' Cup Classic on Saturday, running her record to 14-0 in the most impressive effort of her career.

The 5-year-old mare rallied from last after a poor start and fought off Gio Ponti in the stretch to win by a length at Santa Anita, beating a loaded field of 11 males and becoming the first female to win the Classic in its 26-year history.

"There are tears coming to my eyes. I can't believe it," said trainer John Shirreffs, who eschewed a box seat to watch his star horse from the rail near the finish line.

Quality Road, who was broken in Aiken by Ron Stevens, was scratched at the starting gate after he acted up and scraped his hind leg, delaying the start by several minutes. Zenyatta initially turned sideways when it was time to enter the gate, and all the commotion might have explained her poor start.

She broke on the wrong foot and dropped well behind the field, and Hall of Fame jockey Mike Smith let Zenyatta lope along near the back -- her usual running style in the early going.

"At the half-mile pole, I thought, 'Oh God, they're stacked up. There's no way I'm going to get around all these horses,'" Smith said.

Rounding the final turn, Zenyatta still had a lot of ground to make up on the leaders and her chances appeared bleak.

Zenyatta then made a bold inside move midway through the far turn, and Smith angled her to the far outside as the crowd of 58,845 fans erupted.

Showing the grit of an undefeated champion, Zenyatta closed relentlessly and denied Gio Ponti the upset. Smith pumped his left arm as Zenyatta galloped past the grandstand.

Zenyatta ran 11/4 miles in 2:00.62 and paid $7.60, $5.60 and $3.80 as the 5-2 favorite.

Gio Ponti returned $9.20 and $6.60, while Britain-bred Twice Over paid $7 to show.

Belmont Stakes winner Summer Bird was fourth and Kentucky Derby winner Mine That Bird ninth, extending his losing streak to five in a row since his 50-1 upset in the Derby.