People are in town to watch the Kentucky Derby, but also here to see all the celebrities make their way on the red carpet.
"it's amazing. If you've never been. And, we've been to big events, but there's nothing like the derby. Nothing like the derby," says celebrity TV chef, Guy Fieri.
"there's nothing like Kentucky, baby! There is nothing like Kentucky. That's the bottom line. This is my town baby," adds country music star Eddie Montgomery
One by one, stars from throughout the entertainment world dressed to impress as they made their way to witness the most exciting two minutes in all of sports
"i'm just so excited to people watch and see some of my friends and have good times with my girlfriends that are here. So, I'm looking forward to it," explains TV sports broadcaster Erin Andrews
"well everyone looks fabulous. I was just like whew, oh my gosh, so fancy,'' explains TV personality, Martha Stewart
"that has been one of the greatest things. Watching people's hats like match or correlate and I already want to come back next year. So i'm already taking notes and getting ideas," explains reality TV star Kate Gosselin
"it's so fun and love that the guys are getting into it too, like yourself. Look at you, purple and white, purples a good color on you, I think," mentions supermodel Nikki Taylor
While fashion was on the mind for some of the celebs, others, focused on which horse to place their bets on
"I guess you have a few extra dollars to spend out here, don't you? Yeah...now, compared to last year," says NBA star Patrick Patterson
"i come in 100% expecting to lose my money and every year, pretty much, that's what exactly happens. So ya know, it is, what it is. It's part of the experience," explains popstar Nick Lachey
"let me tell ya, I bet on Big Brown years ago. I called it. I called it and I said anything big and brown was going to win," adds Actress Tichena Arnold
And, many of the celebrities who attended this year's derby, say they plan on coming back in 2012 to watch next year's race