Queenstown is out of the twice-placed Where (Danehill Dancer) and is the sixth of her eleven foals and one of her four winners. His full sister Rain Goddess won the Gr.3 Snow Fairy Stakes and was runner-up in the Gr.1 Irish Oaks and the Gr.1 Pretty Polly Stakes, and his full brother Realism was third in the Gr.3 Royal Whip Stakes. Rain Goddess is the dam of San Antonio (Dubawi), winner of the Listed Dee Stakes, and of the dual Listed-placed Easy Mover (Wootton Bassett).

Second dam Virginia Waters (Kingmambo) won the Gr.1 1,000 Guineas in 2005 and bred four winners, including Emperor Claudius (Giant's Causeway), a Listed winner in Ireland.

Third dam Legend Maker (Sadler's Wells) won the Gr.3 Prix de Royaumont and was placed at Group 2 level. Her five other winners include two sires by Danehill: Alexander Of Hales, a Gr.3 winner placed at Group 1 level, and Chevalier, a juvenile winner placed at Group 1 level.

Further relatives are the dual champion Chachamaidee (Footstepsinthesand), a Group 1 winner, and the dual champion Space Blues (Dubawi), whose two Group 1 wins include the Grade 1 Breeders' Cup Mile and who is now a sire.

Where has an unraced two-year-old filly, Dream Eternal (Wootton Bassett), and a yearling colt by Wootton Bassett.