A picture-perfect spring day brought a record crowd of 170,513 people to Churchill Downs for the 141st running of the Kentucky Derby. And what a spectacle they saw.
The most important two-minutes of the day belonged to American Pharoah, the favorite who won the $2 million mile-and-a-quarter race for 3-year-olds.
But there was so much more to see: Women in tight dresses, plunging necklines and hats that could qualify as architecture. Men wore either the finest or most garish suit they could find, often topped with a straw hat.
As always, it was a colorful sea of humanity, with everyone doing their best to have a good time. And, for many I talked to, it was their first Kentucky Derby.
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"We've been having a lot of fun," said Graham Yost, the Canadian screenwriter who created and is executive producer of Justified, the hit television series set in Kentucky, which just finished its six-season run in April.
Yost and his wife, Connie, were wined-and-dined in Lexington earlier in the week, but still weren't quite prepared for their first Kentucky Derby.
"We had heard about the hats, but until you see them... " Yost said. "Kentucky has become a huge part of our lives."
"This is one of the best spectacles of all," added singer Mac Davis, who was sharing the Yost's table on Millionaire's Row.
Far below the celebrities, in folding chairs beside an infield fence, Susan and Bob Syphax were experiencing their first Derby, too.
Seven months ago, they moved from California to Pulaski County and decided this was the year. So they dressed in their finest outfits and plucked down $60 each for general-admission tickets.
"I always wanted to go to the Derby," she said. "I didn't care where we sat; I just wanted to be here."
James Roberts of Grand Junction, Colo., and six of his buddies from around the country flew into Louisville this week for their first Derby — and an early bachelor party before his Aug. 1 wedding.
"We came to see the race and hopefully get me to my wedding eventually," Roberts said. "We're having a blast. Now we're ready to win some money on horses."
"It's been on our bucket list," said Lee Vigil, who was here from Albuquerque, N.M., with his wife, Stella. "This is our 41st anniversary, so we thought we could come celebrate it at the 141st Derby."
Cathy Dewberry and Norline Simpson of Dayton, Ohio, spent much of their first Derby wandering the infield and photographing other women's hats.
"What brought us here was the hats," Simpson said from beneath a big turquoise and white one of her own.
"We love every bit of it," Simpson added. "We will be back."
High above the infield in the Jockey Suites complex, corporate executives used the day to entertain guests and clients in high style.
Lexington Mayor Jim Gray started the day in the suite rented by his family firm, Gray Construction, but he quickly started roaming Churchill Downs with Jamie Emmons, his chief of staff.
"This is a day when you can have a chance to quickly see a lot of people who have influence in Lexington and Kentucky," Gray said. "It's a long day, but a beneficial one."
Derby day was also a good payday for thousands of service workers and vendors at the track.
Darrin Hildebrand of Sandusky, Ohio, was making and selling hand-rolled cigars for $15 each about as fast as he could roll them. Aaron Kluttz of Baltimore and his son, Luke, each got done and, after long draws, pronounced them good.
"We'll go through 1,000 by the time it's all said and done," Hildebrand said.
The warm, sunny weather also meant brisk business for mint julep vendor Rob Hawkins. Three hours before the Derby, he had already sold a dozen cases.
"It's never a bad day at the Derby," he said as he rushed back for another case. "But when you have weather like this, everybody wants a drink."