The last champion bred by Harry Payne Whitney was a brown filly foaled April 15, 1929. She was Top Flight, by Dis Donc and out of Flyatit.

While not a leading sire or outstanding performer, Dis Donc was exceptionally well bred. His sire was French Derby winner Sardanapale, and his dam was Lady Hamburg II, who produced the successful performer and top sire Chicle. As the name suggests, Lady Hamburg II was by Hamburg, the champion son of Hanover, and out of the St. Simon mare Lady Frivoles.

As for Top Flight's dam, Flyatit, she hadn't scored a stakes win, at least partially because of the behavior problems that inspired her retirement, but she had won half of her ten starts. Her sire was none other than the excellent Peter Pan, and her female line was one of the best in America. Flyatit's second dam was the full sister to the great Whisk Broom II. Their dam, Audience, was out of the champion Sallie McClelland. Sallie McClelland's second dam was none other than Maggie B.B., dam of three classic winners, including the American bred Epsom Derby and St. Leger winner Iroquois.

As a yearling, Top Flight was evaluated by trainer Thomas J. Healey, who found her to be temperamental and lacking in promise. She was awkward, and a poor mover at the walk.

When her breeder passed away in 1930, Top Flight and her stablemates were left to his son, Cornelius Vanderbilt Whitney. She went into training with Healey, and was ridden in all but three of her starts by Sonny Workman.

Top Flight made her first start in stakes company, going to post in Aqueduct's Clover Stakes on June 17, 1931. Despite a muddy track, she went wire to wire and was under restraint at the finish.

Shipped to Chicago, she next started in the Arlington Lassie. This time she had the benefit of a fast track, and despite giving seven pounds to runner-up Modern Queen, she romped to a five length victory. Again she led from start to finish.

Top Flight returned east for the Saratoga meeting, where she was paired with rider Sonny Workman for the first time. She met the colts in the Saratoga Special, and had little trouble leaving them in the dust. She beat Indian Runner by more than a length and with obvious ease.

Next came the Spinaway Stakes. Top Flight was burdened with 127 pounds, but the lightly weighted Dinner Time, carrying only 111, couldn't get near her. Top Flight won by five lengths, never fully extended.

The Whitney filly again gave up weight in the Matron, and again had speed to spare. She won by a length and a half, giving eight pounds to second place finisher Parry.

The highlight of the season came in the Futurity Stakes at Belmont. Once again carrying 127 pounds, Top Flight drew off to win by two and a half lengths over a field that included two future classic winners.

In her last effort as a juvenile, Top Flight met Hopeful Stakes winner Tick On and future Kentucky Derby and Preakness winner Burgoo King in the Pimlico Futurity. Despite suffering from a cough, she took command at the head of the stretch and gamely held off Tick On to win by a neck.

Unbeaten in seven starts, all stakes events, Top Flight was named the Champion Two Year Old Filly of 1931. She was also the season's leading money earner with $219,000, an amount which surpassed Domino's thirty eight year old record. The sum was not only a new record for a juvenile season, it was also the most money earned by a filly or mare in a single campaign.

Top Flight tasted defeat for the first time in her sophomore debut. She tired in the Wood Memorial and finished fourth. Plans for the Kentucky Derby were canceled. E.R. Bradley's Burgoo King took the roses.

The daughter of Dis Donc was back to her old self in the Acorn Stakes, romping home six lengths in front of Parry.

In the Coaching Club American Oaks Top Flight was almost caught napping by Argosie, but she held her lead and won by three quarters of a length.

Next it was west to Chicago for the Arlington Oaks, where Top Flight scored an easy wire to wire victory.

The Arlington Classic proved more of a challenge, however, and the star filly tired after leading in the early fractions and wound up fifth behind Gusto.

Back in her own division, Top Flight won the Alabama Stakes by four lengths, then failed to give weight to older males and was eased in the Delaware Handicap.

Two weeks later Top Flight scored easily in the Ladies Handicap, but it was to be her final win. She was retired after running fourth behind Jockey Club Gold Cup winner Dark Secret in the Potomac Handicap.

Despite the losses to the boys, Top Flight was named 1932's Champion Three Year Old Filly and was hailed as the best filly since Ruffian, an honor she held until Twilight Tear came along. Top Flight joined the illustrious Whitney broodmare band, where she produced stakes winner Flight Command and three stakes producing daughters. When she died in 1949 she was buried at the Whitney Farm. Top Flight became a member of the Hall of Fame in 1966.