Proud Spell is a bay mare standing just under 15.3 hands high[2] with a narrow white blaze bred in Kentucky by her owner Brereton C. Jones.
She is from the first crop of foals sired by Proud Citizen, who won the Lexington Stakes and finished second to War Emblem in the 2002 Kentucky Derby.
[5] Proud Spell was then moved up in class to contest the Grade II Matron Stakes over seven furlongs at Belmont Park on September 15.
Starting the 1.7/1 favorite against six opponents she raced in fifth place before switching to the outside in the straight and drawing away in the stretch to win by four and quarter lengths from Armonk.
[7] On October 27, Proud Spell contested the twenty-fourth edition of the Breeders' Cup Juvenile Fillies, run that year at Monmouth Park and was made the 9.4/1 third favorite in a thirteen-runner field.
Over the same course and distance on March 8, Proud Spell faced Indian Blessing for the third time in the Grade II Fair Ground Oaks.
[8] On April 5 Proud Spell was moved back up to Grade I class for the Ashland Stakes (a major trial race for the Kentucky Oaks) on the Polytrack surface at Keeneland.
In a ten-runner field for the Oaks, Proud Spell was made the 3.4/1 favorite ahead of Country Star (Alcibiades Stakes), Pure Clan, Little Belle and Bsharpsonata.
On her next appearance, Proud Spell started the odds-on favorite when matched against Godolphin Racing's filly Music Note in the Grade I Mother Goose Stakes over nine furlongs at Belmont on June 28.
The filly stumbled badly exiting the starting stalls and had a "rough trip", being blocked when attempting a forward move two furlong out.
Conceding at least six pounds to her rivals, she tracked the leader African Violet before taking the lead inside the final furlong and winning by three-quarters of a length.
[12] At Saratoga Race Course on August 16, Proud Spell was again matched against Music Note, who had won the CCA Oaks by eleven lengths since her win in the Mother Goose, in the Grade I Alabama Stakes over ten furlongs.
[13] On her next appearance, Proud Spell was assigned top weight of 124 pounds, but nevertheless started odds-on favorite for the Grade II Cotillion Handicap at Philadelphia Park on September 20.
After tracking the leaders she was bumped when attempting to make a forward move in the straight and finished second, two and a half lengths behind the winner Seattle Smooth.
We had made the decision to race her this year, and we felt comfortable with that, but when she got the infection, it meant we couldn't make the Apple Blossom because she needed a work...
[17] On receiving the award Brereton Jones said "No horse has ever passed her in the stretch during her entire racing career, and that's a big statement when you've been running against the best fillies in America" while The Blood-Horse described her as "one of the grittiest runners on the track today".