10/02/2002 12:00AM

Remembering Flawlessly

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ARCADIA, Calif. - Chris McCarron recalls dismounting from his second ride aboard Flawlessly and voicing the following regret:

"She's a very good filly," McCarron told his agent, Scotty McClellan. "It's just too bad she's not sound. I'm not sure how long she'll last."

That was the summer of 1991. Three years later, after two Eclipse Awards, nine major victories, and $2.5 million in earnings, McCarron's prediction finally came true.

But by then, no further evidence was required. As Affirmed's finest offspring, Flawlessly embodied both the grace and tenacity of her sire. She ran like Affirmed and won like Affirmed, and now she is dead, surrendering last week to the effects of kidney disease at Elmwood Farm, her home in Kentucky. She was only 14.

The people she touched will never leave her behind. Patrice and Lou Wolfson bred her and raced her. John Williams raised her and watched over her when she retired. Richard Dutrow got her started in New York before Charlie Whittingham took over in California. And if Charlie were here, he would give a world of credit to Frank Solis, the man in Flawlessly's stall.

"She was an absolute dream," McCarron said. "It was like riding with a throttle in my hand."

He should know. From the moment Flawlessly left Dutrow and settled into Whittingham's care, McCarron never let another jock even look her way. He rode her in major works. He visited her between sets. He was aboard in all 20 of her races for Whittingham, winning 13.

Flawlessly cut a striking figure, angular and alert, with a blood bay coat, black mane and tail, and a fat white blaze that could be spotted a mile away.

For four solid seasons, Flawlessly was the standard by which all other North American grass mares were measured. And what a bunch they were. At one time or another, Flawlessly defeated Fire the Groom, Kostroma, Jolypha, Let's Elope, Toussaud, and Super Staff - all major winners many times over.

Flawlessly's best and most exciting performances would have to include her Ramona Handicap of 1993, when she gave Heart of Joy 11 pounds and ran her down. In the 1992 Beverly Hills, Flawlessly and McCarron played cat-and-mouse with Kostroma, surrendered the lead a furlong out, then came back on to win by a head. In the 1993 Beverly D., Flawlessly hung tough while Let's Elope swerved in and out through the stretch. Although she lost by a nose, the stewards gave Flawlessly the nod.

There was never a break, never a chance to just phone one in. After beating older mares at age 3, then outlasting the best of her generation through her championship seasons of 1992 and 1993, Flawlessly commenced her 6-year-old campaign only to be greeted by Hollywood Wildcat, a champion at 3 who had turned into a terror on the grass at age 4. Flawlessly reacted by defeating Hollywood Wildcat in the Ramona Handicap at Del Mar.

In fact, Flawlessly never lost in five stakes starts at Del Mar. At Hollywood she won the Matriarch three straight years and the Beverly Hills twice. At Santa Anita she lost a baffling four out of five, but one of them came in a rough Breeders' Cup Mile and two were very close seconds in the Yellow Ribbon Invitational. This Saturday's renewal of the Yellow Ribbon Invitational - featuring Banks Hill, Golden Apples, and Noches de Rosa - is the 10th anniversary of Flawlessly's narrow loss to Super Staff.

McCarron thinks the firm Santa Anita turf had something to do with it. Admittedly, racetrackers would wince when she galloped by. Dr. Rick Arthur, who witnessed her both morning and afternoon, made a circle with his hands the size of a cantaloupe and shook his head at the memory.

"Her ankles," he said. "Like that. And that was after a gallop!"

"She did not have a fluid way of traveling," McCarron conceded. "Although when the gates opened, it was a different story. She galloped in the morning with a very short stride. When we would breeze her and not ask her for any speed, she would travel the same way.

"I don't know what the diagnosis was," McCarron went on. "All I know is that Charlie knew it wasn't something so serious that he would hurt her by putting pressure on her. He knew when to back off, and let her get over those aches and pains. He'd use a lot of ice, cold water therapy, whirlpools. But then, when it came to training her, he knew exactly when to turn up the heat, and when to turn it down."

As a progenitor, Flawlessly had no luck at all. She failed to replace herself, but what were the chances anyway? Racing fans don't give a hoot what she dropped or what they brought at the sales.

All they remember is that comprehensive blaze and those Wolfson silks - a whirl of white and black and flamingo pink - bearing down on the wire with the money on the line, and a name that fit her like a second skin.