"You've got all kinds of people," she said. "You can be part of the Derby scene without having to spend a fortune."
Jessica Powell, who recently moved to Louisville from Cincinnati, was experiencing her first Derby with fiance Brian Adams, a Derby regular.
"It's exciting," she said while spraying on sunscreen. "The hats, the people. This whole town just goes crazy for Derby."
They were meeting friends on the infield, but the still-sluggish economy kept the group from being larger.
"We had more friends that would have liked to come today, but with the entry fees and $10 beer they just couldn't make it," she said.
Sales were brisk at the Cox's Smokers Outlet stands at the track. Patrick Grantz, who was working at one booth, said someone had just bought five cigars for $36 apiece.
"People want to smoke cigars when they're at the track," he said. "They might not splurge as much on a regular day, but Derby Day is a little different."
Tressa Ballard of New Albany, Ind., didn't make it to the Derby until a friend from Kansas wanted to go in the last couple of years. She was watching the crowd put up tents, buy drinks and settle in for a long day in the muggy heat.
One of Ballard's reasons for coming had nothing to do with the horses.
"It's the only time of year I'm allowed to drink bourbon for breakfast," she said.
Far from the partying on the infield, there was plenty of glitz and glamor from Millionaire's Row to the red carpet.
For some, celebrity sightings were on equal footing with watching the thoroughbreds. A large crowd got peeks at the stable of famous people who walked the red carpet into Churchill. Among them were country singers Eddy Montgomery of Montgomery Gentry, Miranda Lambert, Travis Tritt, Clay Walker and Randy Owen.
Montgomery would not reveal his Derby bet. "If I tell that, it's going to be everybody's favorite," he said.
But Walker confidently predicted I'll Have Another would reach the winner's circle.
From the sports world, the lineup of celebrities included New England Patriots coach Bill Belichick, Kentucky basketball players including standout Anthony Davis, Louisville basketball coach Rick Pitino, tennis players Andre Agassi and his wife, Steffi Graf, World Cup skier Lindsey Vonn and Tennessee Titans defense end Kamerion Wimbley.
Singers included Cyndi Lauper with her two sons, Mary J. Blige, Taylor Dane and Mary Wilson of The Supremes. And from Hollywood, there were Debra Messing, Lynda Carter, Quinton Aaron, Ginnifer Goodwin, Kellan Lutz, Ice-T and comedians Fred Willard and Ron White.
Miss America Laura Kaeppler also arrived as did actor Terry O'Quinn, noted for his role as "John Locke" in the television series "Lost."
When asked which horse he would bet on, O'Quinn asked: "You tell me?"
Associated Press writer Janet Cappiello contributed to this report.