LEXINGTON, Ky. (AP) _ Ryafan, a recent arrival from England, finished with a rush along the rail to win the 14th running of the Queen Elizabeth II Challenge Cup on Saturday as Keeneland opened its 16-day fall meeting.

The daughter of Lear Fan scraped the rail with three-sixteenths of a mile remaining and then closed under jockey Alex Solis to post a 1 1/2-length victory in the invitational race for 3-year-old fillies.

Auntie Mame, seeking a fourth consecutive win, stuck her head in front in midstretch but had to settle for second, a neck in front of slight favorite Golden Arches. It was 2 1/2 lengths back to Starry Dreamer.

Ryafan, owned by Khalid Abdullah's Juddmonte Farms, arrived less than a week ago from England where she had won the Falmouth Stakes and Newmarket Stakes in her last two starts.

The winner ran the 1 1/8 miles on the firm turf course in 1:46 3-5, four-fifths of a second slower than the stakes and course record set last year by Memories of Silver. She earned $248,000, increasing her career bankroll to $626,353.

Ryafan paid $7.60, $4.60 and $3.20. Auntie Mame returned $3.60 and $2.60. Golden Arches paid $2.80 to show.