Proctor's Ledge, victimized by a tough trip in the Jenny Wiley in her prior start, benefited from a switch to John Velazquez and enjoyed a much-smoother journey when posting a mild 6-1 upset in the Grade 2, $300,000 Churchill Distaff Turf Mile on Saturday at Churchill Downs.

Proctor's Ledge wore down On Leave in the final strides to prevail by a half-length in 1:36.30 over a turf course still rated firm despite persistent wet weather Saturday. Dream Awhile, the lukewarm 7-2 favorite, was third, with Dream Dancing fourth in the race for older grass females.

Proctor's Ledge ($15.60) was mid-pack during the early going but followed On Leave all around the course. On Leave got a terrific stalking trip just behind pacesetting Pyscho Sister, and surged to the front entering the lane. But Proctor's Ledge, who had to split horses in upper stretch, had dead aim on her and got the best of On Leave in deep stretch.

Brendan Walsh trains Proctor's Ledge, 4, a daughter of Ghostzapper who was bred and is owned by Patricia Moseley. She has now won five times in 12 starts. This was her first win since the Grade 2 Lake Placid last summer at Saratoga.

Mike Welsch will have a full recap up a bit later at www.drf.com