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.

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
Megyn Kelly donned a simple little black dress paired with a feminine cream headpiece

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

Derby selfie: Megyn Kelly posted this picture of her and Lindsey Vonn on Twitter after leaving the Derby in Louisville on Saturday

Newly engaged Kate Upton went for a bolder color in her emerald green dress, but kept her hat and heels simple for the event
The knee-length dress was subtly sexy, with a zipper going down the length of the back

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.

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Upton, who recently got engaged to Detroit Tigers baseball player Justin Verlander, was all smiles at the Derby

Upton, who recently got engaged to Detroit Tigers baseball player Justin Verlander, was all smiles at the Derby

Anna Nicole Smith's daughter Dannielynn smiled as she arrived at the Kentucky Derby in a pastel green dress with flowers attached
Dannielynn is looking more and more like her mother (seen right in 1992) every day

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 

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

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
Weir sported a crown and pink mane that evoked My Little Pony - in years past he has come dressed as Pegasus and a garland of roses

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 

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 

 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 

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
One derby attendee rocks just a touch of red feathers on her wide-brimmed hat

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

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 

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

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 

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  

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 

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

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

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 

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 

Many men streamlined their look with pastel and neutral suits, saving the bold colors for their bowties 

Other attendees, such as this woman, were happy to forego color entirely
One derby attendee who left the flowers behind for a bold black and white stripe

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 

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
One woman looked like she was headed on her way to a rave in this tutu ensemble

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 

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
This Donald Trump impersonator was sure to give Ted Cruz, who was watching on Millionaires Row, a fright

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

One women forewent her earrings completely, choosing instead to have two jockey's heads jangling from her hat

One man worked a hat with a replica of the starting gate, the horses roaring to go, right on his head
Another man had the same idea, adding the date of the Derby to memorialize it forever

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 

'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 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

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 

Feathers were also seem in a number of hats, with these girls' headpieces holding enough to outfit a Vegas showgirl 

An attendee's hat was bold despite its neutral color thanks to large feathers that cascaded across the rims
One attendee smiles almost as big as her hat before the derby begins

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 

This attendee brought the glamour with a hot pink feathered hat and large baby pink sunglasses to match 

This woman said no to flowers and feathers, favoring a fabric that much more closely resembled loofahs
This attendee's hat similarly looked like it would be just as home next to the shampoo

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. 

MEANWHILE...ON THE RACETRACKS: NYQUIST NABS FIRST JEWEL IN THE COVETED TRIPLE CROWN  

Nyquist won the Kentucky Derby by 1 ¼ lengths on Saturday, improving to 8-0 in his career as the fourth consecutive favorite to win the race.

Ridden by Mario Gutierrez, Nyquist ran 1 ¼ miles in 2:01.31. The 3-year-old colt became the eighth unbeaten winner in the race's 142-year history. He paid $6.60, $4.80 and $3.60 as the 2-1 favorite in the full field of 20 horses.

Nyquist delivered a second Derby win for Gutierrez, trainer Doug O'Neill and owner J. Paul Reddam. They were the team behind 2012 Derby and Preakness winner I'll Have Another.

Nyquist enjoyed a perfect trip over the Churchill Downs dirt in front of 167,227, the second-largest crowd in Derby history. 

The colt broke well out of the 13th post and showed some early speed getting away from the gate. Gutierrez eased Nyquist back to let speedster Danzing Candy take the lead going into the chaotic first turn.

Nyquist stayed just off the lead and Gutierrez kept him in the clear, steering him to the outside on the final turn. Nyquist and Gun Runner overtook tiring leader Danzing Candy at the top of the stretch.

Gun Runner was only in front briefly before Nyquist showed a strong finishing kick. He put away Gun Runner and sped to the finish line, with Exaggerator closing but never threatening after coming from well back.

Mohaymen finished fourth and Suddenbreakingnews was fifth.

A year ago, American Pharoah won the Derby, launching his run to the sport's first Triple Crown in 37 years.

Now Nyquist is the only horse in position to replicate the feat.

Destin was sixth, followed by Brody's Cause, Mo Tom, Lani and Mor Spirit, trained by Bob Baffert, who guided American Pharoah last year. My Man Sam was 11th, followed by Tom's Ready, Creator, Outwork, Danzing Candy, Trojan Nation, Oscar Nominated, Majesto and Whitmore. Shagaf didn't finish.

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

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 

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

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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