The style-stakes are high! Celebrities keep it sleek and simple at the Kentucky Derby... and are outshined by racegoers in bigger hats, brighter colors and bolder prints
- Lindsey Vonn, Megyn Kelly and Kate Upton opted for classy streamlined looks and subtle hats
- Stylish racegoers in the stands rocked bright reds, blues and yellows and prints of flowers, dots and checkers
- The hats were the boldest of all - featuring feathers, horse replicas and some that looked like loofahs
- Nyquist won the Kentucky Derby by a length to take the first jewel in the Triple Crown
Nyquist may have been the big winner at the 142nd Kentucky Derby, but it was the big hats, bright colors and bold prints that stole the show.
Tens of thousands of racing fans, glamorous gamblers and celebrities put their best fashion foot forward, varying from the classy pastel suits to outrageous headpieces that reached sky high.
Bold looks may have been required for the Met Gala, but most of the celebrities at the Derby kept their outfits sleek and refined.
Bold looks may have been required for the Met Gala, but most of the celebrities at the Derby, such as Lindsey Vonn (left) and Megyn Kelly (right) kept their outfits sleek and refined
Derby selfie: Megyn Kelly posted this picture of her and Lindsey Vonn on Twitter after leaving the Derby in Louisville on Saturday
Model Kate Upton went for a bolder color in her emerald green dress, but kept her hat and heels simple for the event
And they're off! Turn heads like Kate Upton in Victoria Beckham
Everyone is racing to people watch at the Kentucky Derby, but look no further, we've got you covered. Kate Upton was spotted at the famous race in a gorgeous Victoria Beckham pencil dress, paired with grey suede pumps and a large brimmed hat.
The Sports Illustrated model looked quite modest in this knee grazing dress featuring a back zip and high neckline. Although Kate's dress is great for an event like this, it would also be great for the work place or a formal event. The classy silhouette is appropriate for any occasion and the color will leave everyone green with envy.
Unfortunately, this dress is not available online, but you can shop the brand at Net-a-Porter (right). Or check out the carousel below for similar options! We're loving the fun, center slit number at ASOS, while the Black Halo option boasts a gorgeous blue green tone.
Upton, who recently got engaged to Detroit Tigers baseball player Justin Verlander, was all smiles at the Derby
Anna Nicole Smith's daughter Dannielynn is looking more and more like her mother (seen right in 1992) every day, and smiled as she arrived at the Kentucky Derby in a pastel green dress with flowers attached
Ted Cruz traded in his Republican red tie for a pastel green one to match his laid-back khaki suit
Like many of the celebrity men in attendance, Entourage's Adrian Greiner kept it sleek in a fitted pastel suit. Meanwhile NYSYNC's Joey Fatone decided to go more bold, opting for a white jacket with a pastel flower print
Olympic skaters Johnny Weir and Tara Lipinski served as NBC's lifestyle and fashion correspondents for the Derby, so they made sure to put their best fashion foot forward for the event
Megyn Kelly donned a simple little black dress paired with a feminine cream headpiece, while Olympian ski racer Lindsey Vonn donned a white top, beige pants and a simple sunhat for an ensemble that looked fit for a weekend at the Hamptons.
Newly engaged Kate Upton went for a bolder color in her emerald green dress, but kept her hat simple for the event.
Ray J, Josh Duhamel and Entourage's Adrian Greiner kept it simple with suits in burgundy and blues, but former NYSNC bandmate Joey Fatone mixed it up with a white suit jacket adorned with a bright floral print.
It may be the one day of the year the celebrities fade into the background, as the fans who packed the stands seemed to be competing in their own race to outdo each other.
Some sets of attendees made a clear effort to keep their outfits as cool and stylish as the mint juleps in their hands, pairing fitted dresses in a bold color or pretty floral print with matching hats that looked fit to stand at a British wedding.
Some sets of attendees made a clear effort to keep their outfits as cool and stylish as the mint juleps at hand
Bright bold colors such as yellow and reds were favorites, as were feminine floral prints
Some kept their hats small, delicate and elegant, in shapes that would look just as in place at a British wedding
Other attendees opted for vibrant hues, such as these two women in red and blue, to stand out in the crowd
Lauren Lall, from Charleston, South Carolina, made sure her blue hat matched her entire outfit from head to toe
Ashley Holden of Louisville accesorized her violet hat with both a simple veil and a small pink bow
This Kentucky Derby racegoer matched her bright red hat with her shades and her lipstick for a simple yet powerful look
While another attendee wasn't afraid to pair her big and bold hat with a large pair of hoop earrings to match her yellow dress
Flowers were easily the most popular theme, both as a print and in as a shape features on women's hats
These two women matched the color of their hats to their dresses, keeping their looks sleek for the event
Another women took her color coordination a step further, with her hat matchign everything from her purse to her necklace
In addition to bold colors were plenty of pastels leftover from people's Easter best, such as this woman's light green patterned dress
Other attendees mixed their bold colors and patterns with courage, such as this well-dressed group of every stripe, checker and flower
Many men streamlined their look with pastel and neutral suits, saving the bold colors for their bowties
Others forwent color entirely, such as these two women who rocked the rare patterns of black and white polka dots and stripes
This colorful group of attendees represented every color of the rainbow as they partook in some fun before the race began
Sometimes it was those who forewent the norm that stood out the most, such as this couple in matching checker prints or this woman who looks like she's on her way to a rave in her red tutu
This groups prove the men can rock flower prints too, happily donning Hawaiian shirts in honor of the fun-spirited event
Some derby attendees stood out by giving their outfits a political twist, such as this man repping the Stars and Stripes or the Donald Trump impersonator sure to give Ted Cruz, who was watching on Millionaires Row, a fright
The well-dressed men in the crowd took a cue from their celebrity counterparts and opted for pastel suits, saving the bold colors for their bowties.
Sometimes it was those who forewent the norm that stood out the most, with their checker prints, patriotic stars and stripes of red white and blue, or even polka dots and tutus.
But some things never change and once again it was the hats that were truly the star of the fashion show...erm, Derby.
One women forewent her earrings completely, choosing instead to have two jockey's heads jangling from her hat - while one man had a replica of a starting gate, the horses roaring to go, plopped right on his head.
There were feathers big enough for a Vegas showgirl, a hat that seemed to serve dual purpose as a loofah, and even a skeletal pirate flamingo?
Flowers were the most popular adornment, but one woman decided to forego the hat entirely - the rose seeming to grow straight from her ginger hair.
One women forewent her earrings completely, choosing instead to have two jockey's heads jangling from her hat
Meanwhile these two men took it even further and had replicas of the starting gate, the horses roaring to go, plopped right on their heads
'Who needs flowers when you have animal friends?', this woman probably thought as she created her Derby hat
This group of girls were happy to embrace the flower theme that dominates the derby, resembling a walking garden when sat together
This attendee took her flower power to the next level, with a rosy hat that matched her rose-printed dress a strings of pearls
One attendee forwent the hat completely and instead the large red flower seemed to grow straight from her head. Meanwhile one woman decided to go for something a little more quirky, adorning her hat with what looked to be a skeletal pirate flamingo
Feathers were also seem in a number of hats, with these girls' headpieces holding enough to outfit a Vegas showgirl
These women's smiles were as big as their feather-adorned hats as they walked into the derby on Saturday
This attendee brought the glamour with a hot pink feathered hat and large baby pink sunglasses to match
These two women said no to flowers and feathers, favoring a fabric that much more closely resembled loofahs
It may come as a surprise, but there was actual action on the track as Nyquist came from behind to win the first jewel in the Triple Crown.
Trained by Doug O'Neill and ridden by 2012 Derby-winning jockey Mario Gutierrez, the 2/1 favorite was odds on to triumph and came through to take the $1.425million in prize money with a resounding win.
Nyquist was third for most of the one-and-a-quarter mile race, but romped past early leader Danzing Candy and Gun Runner to take first place.
Exaggerator, who was a 5/1 outsider before the race, was just a length behind the victor, while Gun Runner - who was leading at the final turn - finished third.
The Kentucky Derby is the first jewel in the coveted Triple Crown, with the other two races at the Preakness and Belmont Stakes.
O'Neill backed Nyquist to emulate the feat of American Pharoah, who last year became the first horse to win the Triple Crown in 37 years.
Twenty horses started the race as they competed for $2million in prize money, which includes $1.425million for the winner.
Thousands flooded the Churchill Downs course from early on Saturday as they awaited the Derby.
Among the crowd was failed Republican presidential candidate Ted Cruz, who was seen on Millionaires Row and told the Courier-Journal: 'I'm just here to have a good time'.
Eleven undercard races were held before the finale, although a sudden downpour of rain left some well-dressed ladies running for cover instead of watching some of the earlier action unfold on Saturday afternoon.
Not to be outdone, many of the jockeys on the track donned jerseys just as bold in the color as the fans who were watching them
Nyquist stormed to victory in the 142nd Kentucky Derby after the 2/1 favorite came from behind to win the first jewel in the Triple Crown
Jockey Mario Gutierrez sprayed Chanpagne after winning the Derby, soaking fans who cheered below at the end of the day's racing
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