INGLEWOOD, Calif. (AP) - Rigoletta passed heavy favorite Tell a Kelly down the stretch for a half-length victory Sunday in the $250,00 Oak Leaf Stakes, earning a spot in the Breeders' Cup.

Tell a Kelly appeared poised for a victory as she moved up to second behind Indian Gracey, coming out of the stretch, but Rigoletta and jockey David Flores came from third for the upset win in the race for 2-year-old fillies. She covered 1 1-16 miles in 1:44.03.

With the win, her second in four starts, the Florida-bred filly trained by Dan Hendricks earned an instant spot in the Breeders' Cup Juvenile Fillies at Churchill Downs on Nov. 5.

``Tell a Kelly bumped her and it got her into the race,'' Flores said. ``She got aggressive and fought back. I thought I was going to get beat, but that seemed to make her madder.''

Trainer John Sadler said Tell A Kelly is also pointed toward the Breeders' Cup, despite having her two-race winning streak snapped.

Rigoletta was the highest priced winner in the history of the stakes, paying $67.40, $11.40 and $4.60 as the 32-1 shot. Tell a Kelly paid $2.60 and $2.10, and Indian Gracey $4 to show.

Also Sunday, favorite Champ Pegasus won the $250,000 Clement Hirsch Stakes for older horses and is bound for the Breeders' Cup Turf.

Seventh in a field of eight at the mile pole, Champ Pegasus rallied on the outside to win by three-quarters of a length, his fourth victory in eight starts. The 4-year-old son of Fusaichi Pegasus covered 1 1/4 miles in 2:01.21 and paid $5.40, $3.40 and $2.40.

Where's The Remote rallied from last to finish second and paid $6.40 and $3.40. Bourbon Bay was a neck back in third after a five-month layoff and returned $2.60 to show.

Trainer Richard Mandella, who won the Hirsch for the fifth time, said Champ Pegasus will move on to the Breeders' Cup Turf on Nov. 6.

``He just kind of keeps improving and getting better as we go,'' Mandella said. ``We'll probably have to get a little bit better than this to win the Breeders' Cup.''