Jockey Matt McGillivray made the most of a breakneck speed in the middle stages to score an upset win on Rosendahl Red in the $105,000 Toowoomba Guineas.

After a slow early pace ,Countess De Galvez whipped around the field to lead by a big margin coming to the home turn.

But she stopped and the favourite Barefoot ($2.25) raced to the lead and looked certain to win.

However, Rosendahl Red ($18 ) finished quickly to grab Barefoot on the line.

Trainer Matt Kropp paid only $5000 for Rosendahl Red who has now won more than $150,000 in prizemoney.

"We had her full-brother called Global Red who we had a high opinion of but he broke down," Kropp said.

Kropp is keen to get Rosendahl Red our up a longer journey after she was second at 1800m at her only try at a middle distance earlier this year.

"We can aim her at the three year old staying races in the next few months," Kropp said.

Trainer Tony Sears said Barefoot is likely to carry on to the Gold Coast Bracelet next month.