Bonnets bloom at Kentucky Derby

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.

Pictures: Celebs at Kentucky Derby 2012

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.

Pictures: Celebs at Kentucky Derby 2012

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.

Pictures: Celebs at Kentucky Derby 2012

Women wearing hats stand in the paddock prior to the 138th running of the Kentucky Derby at Churchill Downs on May 5, 2012 in Louisville, Kentucky.

Pictures: Celebs at Kentucky Derby 2012

Lori Shelton poses in the paddock prior to the 138th running of the Kentucky Derby at Churchill Downs on May 5, 2012 in Louisville, Kentucky.

Pictures: Celebs at Kentucky Derby 2012

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.

Pictures: Celebs at Kentucky Derby 2012

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.

Pictures: Celebs at Kentucky Derby 2012

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.

Pictures: Celebs at Kentucky Derby 2012

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.

Pictures: Celebs at Kentucky Derby 2012

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.

Pictures: Celebs at Kentucky Derby 2012

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.

Pictures: Celebs at Kentucky Derby 2012

Cyndi Lauper arrives at the Barnstable Brown Derby party Friday, May 4, 2012, in Louisville, Ky.

Pictures: Celebs at Kentucky Derby 2012

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.

Pictures: Celebs at Kentucky Derby 2012

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.

Pictures: Celebs at Kentucky Derby 2012

A fan is seen on the day before the Kentucky Derby on May 4, 2012 in Louisville, Kentucky.

Pictures: Celebs at Kentucky Derby 2012

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.

Pictures: Celebs at Kentucky Derby 2012

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.

Pictures: Celebs at Kentucky Derby 2012

A horseracing fan wears a decorative hat prior to the 138th running of the Kentucky Derby at Churchill Downs on May 5, 2012 in Louisville, Kentucky.

Pictures: Celebs at Kentucky Derby 2012

A horseracing fan wears a decorative hat prior to the 138th running of the Kentucky Derby at Churchill Downs on May 5, 2012 in Louisville, Kentucky.

Pictures: Celebs at Kentucky Derby 2012

Gino Desimone arrives in a horse head mask for the 138th Kentucky Derby horse race at Churchill Downs Saturday, May 5, 2012, in Louisville, Ky.

Pictures: Celebs at Kentucky Derby 2012

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.

Pictures: Celebs at Kentucky Derby 2012

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.

Pictures: Celebs at Kentucky Derby 2012

A spectator wears a fancy hat before the 138th Kentucky Derby horse race at Churchill Downs Saturday, May 5, 2012, in Louisville, Ky.

Pictures: Celebs at Kentucky Derby 2012

A horseracing fan wears a decorative hat prior to the 138th running of the Kentucky Derby at Churchill Downs on May 5, 2012 in Louisville, Kentucky.

Pictures: Celebs at Kentucky Derby 2012

A horseracing fan is seen prior to the 138th running of the Kentucky Derby at Churchill Downs on May 5, 2012 in Louisville, Kentucky.

Pictures: Celebs at Kentucky Derby 2012