INGLEWOOD, Calif. -- It was supposed to be a battle for an Eclipse Award, the filly and mare turf division between Golden Apples and Banks Hill. But Dress to Thrill came from Ireland to eclipse them both Sunday in the $500,000 Matriarch Stakes at Hollywood Park.

The Irish-bred 3-year-old filly, who was making her second start in the United States, rallied in the stretch under strong handling by jockey Patrick Smullen and won the 1 1/8-mile turf race by a head.

Golden Apples, the winner of three Grade I stakes early in the year, finished second. Banks Hill, winner of the 2001 Eclipse Award in the filly and mare turf division, was fourth as the 13-10 favorite in the field of six. Magic Mission, a 32-1 shot, was third.

Dress to Thrill paid $16, $5.40 and $7.80. Golden Apples paid $3.20 and $3.40 and Magic Mission returned $8 to show.

In the $500,000 Hollywood Derby, also contested at 1-1/8 miles on turf, Johar rallied from last to win the event for 3-year-olds by 1-1/4 lengths.

Before her victory in the Matriarch, Dress to Thrill had won only once in the United States, finishing sixth in the Breeders' Cup Mile at Arlington Park on Oct. 26 on a soggy grass course.

"That was her undoing,'' trainer Dermot Weld said. "She loves a firm course and when it rained here earlier in the week, I was concerned she wouldn't get it. But everything turned out perfectly.''

Dress to Thrill returned to Weld's training headquarters in County Kildare, Ireland, after the Breeders' Cup and flown to Los Angeles eight days ago.

"You have to have a horse with a good mental frame of mind to handle all that traveling,'' Weld said.

His victory in the Matriarch was Weld's second-biggest in the U.S. In 1990, he sent out Go And Go to win the Belmont Stakes. Go And Go and Dress to Thrill are owned by Walter Haefner, now 91, a computer software multimillionaire from Switzerland.

Haefner and Weld also teamed to win the Melbourne Cup, Australia's richest race on Nov. 5 with Media Puzzle.

Smullen, 25, was the riding champion in his native Ireland in 2000 and 2001.

"Having Golden Apples and Banks Hill in front of her today to aim at was perfect for my filly,'' Smullen said of Dress to Thrill's performance. "We knew she was top class because she ran many of her previous races against colts and nearly set a track record on an uphill course at Newmarket (England).''

For Johar, the Hollywood Derby win was the second in a row for the son of Gone West, ridden by Alex Solis for trainer Richard Mandella. Johar won the Oak Tree Derby at Santa Anita last month.

Johar paid $11.80, $6.20 and $4.60. Runner-up Mananan McLir returned $12 and $7.80 and Royal Gem, who was third, paid $6.40.

Bobby Frankel, the trainer of Banks Hill and Royal Gem, scratched Tates Creek from the Matriarch. He said she may run in the $150,000 Dahlia Handicap at Hollywood Park on Dec. 21 at 1-1/16 miles on turf.