LOUISVILLE, Ky. (AP) _ Blushing K.D. made her move at just the right time, and now she's the top filly in thoroughbred racing.

``All along, I thought she was one of the best fillies in the country,'' trainer Sam David Jr. said, ``but I guess we had to come here and prove it.''

Prove it she did with a 2 1/2-length victory over Tomisue's Delight in the 123rd Kentucky Oaks on Friday before a record crowd of 92,457 at Churchill Downs.

The flashy filly from the Louisiana Fair Grounds won a showdown with Sharp Cat and Glitter Woman, pulling away from trouble in the stretch under jockey Lonnie Meche for her fifth straight win.

``This was a great race for me,'' the 22-year-old Meche, a virtual unknown outside Cajun country, said. ``It's the biggest win of my career. She's been great right from the start and I wasn't surprised when she ran so great.''

As soon as Blushing K.D. took command from pace-setter Sharp Cat at the top of the stretch, the D. Wayne Lukas-trained filly veered off the rail and bumped Majestical Moment, who was just off the lead. Majestical Moment then bounced into 7-5 favorite Glitter Woman, who was on the outside, but not a serious contender.

Majestical Moment's jockey, Shane Sellers, claimed foul against Sharp Cat and the stewards agreed, disqualifying Lukas' filly from third to eighth in the nine-filly field. Storm Song, with Craig Perret aboard, was moved up from fourth to third.

Blushing K.D. went off as the second favorite at 5-2 and returned $7.40, $4 and $3.40. Tomisue's Delight, with Pat Day aboard, paid $4.60 and $3.60. Storm Song paid $5.60. Blushing K.D. covered the 1 1/8 miles in 1:50 1-5.

Majestical Moment was placed fourth, followed by Buckeye Search, Must Sing, Glitter Woman, Sharp Cat and Anklet.

``I think with the lightning and stuff, she got a little excited,'' Corey Nakatani, Sharp Cat's jockey said of the thunder, lightning and rainstorm that occurred moments before post time. ``I think she displaced her palate because at the half-mile pole I had a ton of horse and then she made a big noise and that was it.''

About the bumping, Nakatani said: ``The winner shoved her. She was in so tight, she wanted a place to go.''

Glitter Woman, ridden by Mike Smith, was left at the gate and had a difficult time handling the track and the conditions. After the bumping, she was eased up by jockey Mike Smith.

``We had no chance after the first second,'' Smith said. ``My filly got upset with the crowd and the weather.''

The race shaped up as a three-filly showdown between the best of the East, Midwest and West.

Glitter Woman was the glamour girl of the East, running up a four-race winning streak this year with wins in Florida and a 6 1/2-length triumph in the Ashland Stakes. But in the Oaks, she was no match for Blushing K.D., purchased for $25,000 by owners James and Sue Burns.

And then there were the escapades of West coast star Sharp Cat, the filly Lukas wanted to run in the Derby. He was ordered by owner prince Ahmed bin Salam of Saudi Arabia to run her in the Oaks.

Blushing K.D. earned $363,514 from a purse of $584,700. The filly out of Blushing John-Lilac Garden has now won her last five races by a combined 32 1/2 lengths. For her career, Blushing K.D. has earned $787,900 with seven wins in eight starts.

``How do I feel? I just won the Kentucky Oaks!'' David said. ``Once she got ahead, I knew she'd be tough to run down. This is the biggest win of my career.''