Celebs were dressed to impress with their derby hats and sophisticated fashions at the 135th Kentucky Derby on May 2.

Celebrities in attendance: Kim Kardashian, Bethenny Frankel, Brooke Shields, Nick Lachey, Tyrese Gibson, Aretha Franklin, Danica Patrick, Eli Manning, Gabrielle Union, Kris Kardashian, LeAnn Rimes, Paris Hilton, Star Jones, Boys II Men and more!