Kentucky Derby weekend brings out the most colorful headwear at Churchill Downs in Louisville, Kentucky. A fan sports a hat featuring a large red rose as she takes in the action at Friday's Kentucky Oaks race.
A spectator wears a fancy hat through the paddock area before the 138th Kentucky Derby horse race at Churchill Downs Saturday, May 5, 2012, in Louisville, Ky.
Sara Boucher, Frederickstown, Ohio wears a fancy hat in the paddocks before the 138th Kentucky Derby horse race at Churchill Downs Saturday, May 5, 2012, in Louisville, Ky.
Jim Leuenberger, from Shawano, Wis., wears a red bowler hat while walking through the paddock before the 138th Kentucky Derby horse race at Churchill Downs Saturday, May 5, 2012, in Louisville, Ky.
From left, Amanda Lear, from Ruby, S.C., Amada Griffo, Wapakoneta, Ohio and Sara Coucher, Frederickstown, Ohio chat in the paddocks before the 138th Kentucky Derby horse race at Churchill Downs Saturday, May 5, 2012, in Louisville, Ky.
Amanda Lear, from Ruby, S.C. watches horses in the paddock area before the 138th Kentucky Derby horse race at Churchill Downs Saturday, May 5, 2012, in Louisville, Ky.
A women wearing a hat walks through the paddock during the 138th running of the Kentucky Derby at Churchill Downs on May 5, 2012 in Louisville, Kentucky.
A race fan wearing a hat talks on his phone while standing in the paddock prior to the 138th running of the Kentucky Derby at Churchill Downs on May 5, 2012 in Louisville, Kentucky.
Stephanie Harris, from Lexington, Ky., waits for the start of a race in the grand stand before the 138th Kentucky Derby horse race at Churchill Downs Saturday, May 5, 2012, in Louisville, Ky.
Mary Bowe, from Maples, Florida, holds a rose while sitting in the grandstand before the 138th Kentucky Derby horse race at Churchill Downs Saturday, May 5, 2012, in Louisville, Ky.
Kimberly Scott, left, from Albany, Ga., chats with a friend in the paddocks before the 138th Kentucky Derby horse race at Churchill Downs Saturday, May 5, 2012, in Louisville, Ky.
Sandy Cousins, Fond du Lac, Wis., wears horseshoe glasses while waiting for the 138th Kentucky Derby horse race at Churchill Downs Saturday, May 5, 2012, in Louisville, Ky.
Carrie Cooke, of Louisville, wears a fancy hat while walking through the paddock before the 138th Kentucky Derby horse race at Churchill Downs Saturday, May 5, 2012, in Louisville, Ky.
Actress Debra Messing, star of "Will & Grace" arrives for the 138th Kentucky Derby horse race at Churchill Downs Saturday, May 5, 2012, in Louisville, Ky.
Tamara Sorrell, from Austin, Texas, wears a fancy hat in the paddocks before the 138th Kentucky Derby horse race at Churchill Downs, Saturday, May 5, 2012, in Louisville, Ky. The Run for the Roses draws them to Churchill Downs. But what race goers wear is as much a spectacle in itself.
