01/29/2005 1:00AM

Sweet Lips stuns favorites in Distaff

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Sweet Lips, with Rene Douglas up, rallies from last to score a 1 1/2-length victory in Saturday's Sunshine Millions Distaff at Santa Anita.

ARCADIA, Calif. - The promising career of Sweet Lips finally took off Saturday at Santa Anita.

After winning five of her first seven starts and then finishing ninth in the Grade 1 La Brea Stakes last month, Sweet Lips rebounded with an upset victory in the $500,000 for California-breds and Florida-breds.

The race marked the first time she was fitted with blinkers.

Ridden by Rene Douglas, Sweet Lips ($27.60) rallied from last, running 1 1/16 miles in 1:42.64.

Douglas brought Sweet Lips along the rail in the stretch. She was within two lengths of pacesetter Alphabet Kisses at the eighth pole and closed well to win by 1 1/2 lengths.

Fencelineneighbor, the winner of the Grade 3 San Gorgonio Handicap over this track and distance in early January, led briefly in the final furlong and held second. Dream of Summer, who won the California Cup Matron last October, finished third in the field of 10.

The disappointments were Yearly Report, the 4-5 favorite, and House of Fortune, a five-time stakes winner.

Yearly Report finished sixth and was closest at the finish. Eighth on the first turn, she never threatened the leaders.

House of Fortune appeared to clip heels with Dream of Summer on the first turn. She was fifth until midstretch before fading to finish eighth.

A 4-year-old Florida-bred filly trained by Bobby Frankel, Sweet Lips beat maidens in her second career start at Santa Anita last April. Between August and November, she won consecutive allowance races on dirt at Saratoga, Belmont, Keeneland, and Hollywood Park, ranging in distances from seven furlongs to 1 1/16 miles.

The $1 pick four covering the four Santa Anita races in the Sunshine Millions series returned $108,273.30 to one ticketholder.