The winner was Susan Magnier and Michael Tabor's Virginia Waters, an American-bred bay filly trained by Aidan O'Brien at Ballydoyle in County Tipperary and ridden by Kieren Fallon. Virginia Waters's victory was the first in the race for her owner and trainer and the fourth for Fallon after Sleepytime (1997), Wince (1999) and Russian Rhythm (2003).
The race attracted a field of twenty runners, sixteen trained in the United Kingdom and four in Ireland: there were no challengers from continental Europe. The favourite was the Barry Hills-trained Maids Causeway who had won the Sweet Solera Stakes and Rockfel Stakes in 2004. The four Irish challengers were headed by the Ballydoyle runner Virginia Waters, the winner of the Leopardstown 1,000 Guineas Trial Stakes. The Godolphin stable were represented by Satin Kiss, who had won two minor races in England in 2004 before winning both the UAE 1000 Guineas and the UAE Oaks on dirt in Dubai in early 2005. The best of the British-trained runners appeared to be Karen's Caper and Cape Columbine, first and second in the Nell Gwyn Stakes, the Masaka Stakes winner Vista Bella and the undefeated, but relatively untested Shanghai Lily. Maids Causeway headed an open betting market at odds of 5/1 ahead of Karen's Caper and Shanghai Lily on 6/1, Satin Kiss (8/1) and Cape Columbine (10/1). Virginia Waters and Vista Bella came next on 12/1,
Satin Kiss took the lead shortly after the start and set the pace from the 40/1 outsider Fen Shui, with Maids Causeway, Karen's Caper, Cap Columbine all in contention. Karen's Caper moved into the lead just after half distance but was overtaken by Maids Causeway a quarter of a mile from the finish, at which point Virginia Waters and Vista Bella began to make progress from the back of the field. Virginia Waters gained the advantage a furlong from the finish, despite hanging to the right, and went clear of her rivals in the closing stages to win by two and a half lengths from Maids Causeway. Vista Bella was half a length away in third ahead of Karen's Caper and Cape Columbine. Satin Kiss faded to finish seventeenth whilst Shanghai Lily came home nineteenth of the twenty runners.
After the race, O'Brien said "Kieren gave her an unbelievable ride. He couldn't believe how much she had improved after she won at Leopardstown. It's great for all the lads, they've put in a lot of effort. You do your best every season – sometimes it works and sometimes it doesn't, but it's great when it does".
Further details of the winner, Virginia Waters