Celebs break out their formal wear (and fabulous headgear) for the 138th Kentucky Derby at Churchill Downs in Louisville, Kentucky.

Though the official drink of the Kentucky Derby is the mint julep (made of mint, bourbon, and sugar), newly single “Smash” star Debra Messing had the honor of wearing the Grey Goose Cherry Noir-inspired hat for the annual event on Saturday. For the past eight years, the vodka brand has joined forces with a milliner who designs a topper for the Derby commemorating the launch of Grey Goose’s latest flavor.

Mary J. Blige, who kicked the horse race off with soulful version of “The Star-Spangled Banner," accessorized her red frock with matching gloves, a flower-adorned chapeau, and pretty Lorraine Schwartz diamond hoop earrings.

Also excited to be taking part in the festivities was “Twilight” hunk Kellan Lutz, who looked dapper from head to toe thanks to his sharp suit, newsboy cap, and pink-and-white striped tie and matching pocket square from vineyard vines. "I love Kentucky! Derby time!“ he tweeted.

Ginnifer Goodwin -- who hails from Tennessee - broke out a big orange hat for the occasion, while her “Once Upon a Time” co-star/real-life beau Josh Dallas looked smart in his striped bow tie and navy blazer.

Speaking of fun ... "Girls Just Want to Have Fun" singer Cyndi Lauper got animated on the red carpet in her floral frock, turquoise-and-yellow nails, and enormous hat.

Tennis stars Steffi Graf and Andre Agassi also made the scene. The sporty couple will celebrate their 12th wedding anniversary in October.

Olympic gold medal skier Lindsey Vonn popped a pose in a pretty printed dress and shimmery hat. "Excited for fast horses and crazy hats," she tweeted before the Derby.

Cleveland Brown's tight end Benjamin Watson and his wife Kirsten color-coordinated for a day at the races.

“The Real Housewives of Orange County” star Vicki Gunvalson attended without her fellow castmates. What do you think of her chapeau?

"The Office's" Oscar Nunez and his date were all smiles.

“Top Chef: Just Desserts” host Gail Simmons sported a pleated red frock and feathery cap for the race.

Oakland Raiders fullback Marcel Reece was sharp in his seersucker pants and plaid bow tie.

Country singer Travis Tritt was escorted by his wife Theresa Nelson and her pink headpiece.
Though the official drink of the Kentucky Derby is the mint julep (made of mint, bourbon, and sugar), newly single “Smash” star Debra Messing had the honor of wearing the Grey Goose Cherry Noir-inspired hat for the annual event on Saturday. For the past eight years, the vodka brand has joined forces with a milliner who designs a topper for the Derby commemorating the launch of Grey Goose’s latest flavor.
Mary J. Blige, who kicked the horse race off with soulful version of “The Star-Spangled Banner," accessorized her red frock with matching gloves, a flower-adorned chapeau, and pretty Lorraine Schwartz diamond hoop earrings.
Also excited to be taking part in the festivities was “Twilight” hunk Kellan Lutz, who looked dapper from head to toe thanks to his sharp suit, newsboy cap, and pink-and-white striped tie and matching pocket square from vineyard vines. "I love Kentucky! Derby time!“ he tweeted.
Ginnifer Goodwin -- who hails from Tennessee - broke out a big orange hat for the occasion, while her “Once Upon a Time” co-star/real-life beau Josh Dallas looked smart in his striped bow tie and navy blazer.
Speaking of fun ... "Girls Just Want to Have Fun" singer Cyndi Lauper got animated on the red carpet in her floral frock, turquoise-and-yellow nails, and enormous hat.
Tennis stars Steffi Graf and Andre Agassi also made the scene. The sporty couple will celebrate their 12th wedding anniversary in October.
Olympic gold medal skier Lindsey Vonn popped a pose in a pretty printed dress and shimmery hat. "Excited for fast horses and crazy hats," she tweeted before the Derby.
Cleveland Brown's tight end Benjamin Watson and his wife Kirsten color-coordinated for a day at the races.
“The Real Housewives of Orange County” star Vicki Gunvalson attended without her fellow castmates. What do you think of her chapeau?
"The Office's" Oscar Nunez and his date were all smiles.
“Top Chef: Just Desserts” host Gail Simmons sported a pleated red frock and feathery cap for the race.
Oakland Raiders fullback Marcel Reece was sharp in his seersucker pants and plaid bow tie.
Country singer Travis Tritt was escorted by his wife Theresa Nelson and her pink headpiece.