SHELBYVILLE, Ky. (WAVE) – Friday night, 14 fillies will take the track at Churchill Downs for the Kentucky Oaks.

For one Shelby County breeder, one of those horses will be his first to compete in the prestigious competition.

Driving around Shelbyville, you’ll see dozens of horse farms. If you see Jim Paliafito’s farm, you may find it unassuming.

“We are small…we are. I mean, we have seven, eight mares,” said Paliafito.

But that farm is where this Oaks hopeful, Lovely Grey, was raised.

Paliafito has been breeding horses for around 35 years. In that time, many of them have raced, but none have made it to the Oaks, until now.

Up until a few months ago, Paliafito and his team of partners, Paul and Anna-Marie Carrico and Joe and Joann Adams, were raising Lovely Grey.

“To get to this point, to have a filly running at this level, it’s very rewarding,” said Paliafito.

In the past year, Lovely Grey won the Colonial Downs and came in second in the Bourbonette Oaks and the Cincinnati Trophy Stakes.

While she’s not the favorite to win the Oaks, Paliafito says her being in the race is enough.

“They have her very much of a long shot, but you know, she’s a very hard trying, and you know, hey, they run the race for a reason, so fingers crossed,” he said.

At the beginning of March, Barstool Sports founder Dave Portnoy bought Lovely Grey. She’s now in the hands of trainer Kelsey Danner and jockey Dylan Davis.

While her future is out of Paliafito’s control, he told WAVE he trusts they’ll do right by her.

When WAVE asked him if he’ll be at the track tomorrow, he said, “8:30 at night…I’d rather watch it on TV, to be honest with you. You get better coverage, you know. She’ll do her best, that we know.”

Lovely Grey’s post position for Friday is 15.