The 138th running of the Kentucky Derby saw a record crowd of more than 165-thousand in attendance.
Many at the race left quite an impression, with either creative and sometimes gaudy hats, or the outrageous outfits that left many talking.
Of course the stars were out as well, walking the Derby Red Carpet in the early afternoon.
Former UK basketball star Patrick Patterson join the likes of Wayne Gretzky, Cal Ripken Jr, Mary J. Bligh, Ashton Kutcher, and producer Jerry Bruckheimer among many others.
On the infield it was once again a wild scene with thousands sprawled out all over.
Whether you picked the derby winner "I'll Have Another" or "Liason," if you were lucky enough to attend the derby, you were a winner.