LISTENING MAKES BIG NOISE; TRAINER MCANALLY GETS SPECIAL THRILL FROM UPSET VICTORY.

Byline: Brad Nelson Daily News Staff Writer

Trainer Ronald McAnally suffered a loss last week when 13-year-old mare Bayakoa, a two-time Eclipse Award winner, died of foaling complications in Kentucky.

With that as the backdrop, McAnally earned a special victory Sunday when Listening took advantage of a quick early pace to rally for a four-length upset win in the $200,000 Milady Breeders' Cup Handicap for fillies and mares 3-year-olds and up at Hollywood Park.

The Milady is a race that McAnally knows well, thanks largely to Bayakoa, who won the race in 1989 and '90 to start a string of five straight Milady victories for the trainer.

``(Bayakoa) was a great mare, no question about it,'' McAnally said. ``She's hard to replace. But (Listening), she's done very well for us.''

Listening, who like Bayakoa is owned by Janis R. Whitham, was running third most of the 1 1/16-mile race behind a hot pace set by 3-5 favorite Exotic Wood and Chile Chatte. Jockey Alex Solis pulled her to the front at the top of the stretch and waltzed home.

``When I saw :45.1 (the half-mile time), I said, `How sweet it is,' '' said McAnally. ``I thought what really won the race for us was the pace.''

He'd get no argument from Ron Ellis, the trainer of Exotic Wood, who faded to third, 10 lengths behind second-place Chile Chatte. ``It was too fast,'' Ellis said. ``I don't think that there's anything wrong with her. Even last year when she was at her best, nobody can go head-and-head in :45 1/5 and expect to win.''

Before the race, Ellis scratched the stronger part of the entry, Twice the Vice, in order to set her up for a meeting with Jewel Princess on Saturday in New York. But that didn't stop the public from betting Exotic Wood down to odds-on.

Listening, a 4-year-old filly with seven wins in 15 career starts, won in a time of 1:41 1/5 at 3-1 odds. Her last victory had come in December at Hollywood Park in the Bayakoa Handicap.

Gold Cup watch: Siphon may face as few as five opponents Sunday in his attempt to become the first horse in 30 years to win back-to-back Hollywood Gold Cups.

Three of Siphon's foes will be his stablemates from the Richard Mandella barn: Sandpit, Gentlemen and Talloires. Siphon, Sandpit and Gentlemen gave Mandella an unprecedented 1-2-3 finish in the Santa Anita Handicap in March. For the Gold Cup, Mandella is adding Talloires, a 7-year-old turf specialist (five wins, eight seconds in 25 starts) who will be making his first start on dirt. He has earned more than $1.3 million.

The other horses in the field are Marlin, the only one returning from the Santa Anita Handicap to test Mandella's big three again; River Keen, the winner of the Californian at Hollywood Park in his U.S. debut on June 1; and Will's Way, an Eastern invader whose status for the race is uncertain. Will's Way won the Travers at Saratoga last August before finishing seventh in the Breeders' Cup Classic.

Native Diver, winner of the Gold Cup from 1965 through 1967, is the only horse to win it in consecutive years. A win by Siphon would put him two-thirds of the way toward a $3 million bonus for winning the Santa Anita Handicap, the Gold Cup and the Pacific Classic at Del Mar in August.

Notes: Frisk Me Now edged Bob Baffert-trained Anet, ridden by David Flores, to win the $300,000 Ohio Derby. . . . Jockey Omar Berrio came away with cuts and bruises after being thrown from second-place finisher Arroblero after Hollywood Park's second race. He returned to ride in the 10th race.

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Photo

Photo: Listening, with Alex Solis aboard, pulls off an upset victory in the $200,000 Milady Breeders' Cup Handicap at Hollywood Park.

Phil McCarten / Daily News