It rained Saturday during the 139th Kentucky Derby at Churchill Downs, and the inclement weather meant a lot of the hats were kept under wraps. That said, some VIP managed to don fine spring fashions and elaborate hats, in keeping with tradition.

Admit it: Joey Fatone looks great in pink gingham.

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Matt Harris and Mark Harris aka The Kings of Swag went for a traditional Southern gentlemanly look.

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There were quite a few black hats this year. Angela Bassett and Martina McBride kept things (relatively) simple.

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Jennifer Tilly also went with black and white, in the spirit of Ascot Gavotte.

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Miss America Mallory Hagan went black and yellow black and yellow black and yellow, Wiz Khalifa style.

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Model/cheerleader/radio host Bonnie-Jill Laflin chose a black hat accented with pink. Big fan of the dramatic only-one-eye-shows swoop.

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Country singer Jo Dee Messina wore a face-framing hat with fowl feathers. Pheasant, I believe?

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More plumage: Star Jones, in matchy-matchy dress hem and hat.

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Hold up: '80s throwback? An actual aqua net? Sublime. Tell it to my heart, Taylor Dane.

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Ready For Love's Angela Zatopek thinks pink.

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Red hot, as always: Jane Seymour.

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Peacocking the day away in much-needed splashes of color: Taunya Eshenbaugh and Tonya York Dees.

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Teen race fans Chelsea Killman and Marlee Lathren made sure to top off elaborate hats with big smiles.

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Kate Pierson of the B-52's: A vision in green and pink. Love the way the colors brings out her eyes.

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Bestselling author Nora Roberts looks like a million bucks in emerald, the color of the year.

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Kentucky born and bred: Priscilla Barnstable and Patricia Barnstable. Definitely click that link for a vintage look at these two.

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Stepping away from brights and heading to softer, gentler hues: Miranda Lambert paired sky blue with peachy beige.

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A sugary sweet floral dress gets an edgy kick from badass heels as worn by Krysten Ritter. And the hat is perfection. She's number 3 in my top 3 best-dressed.

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Second place goes to Larry Birkhead and Dannielynn Hope Marshall Birkhead aka Anna Nicole Smith's daughter, because OH MY GOD. Appealing/appalling over-the-top frippery, just how mom would like it.

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But number one? For impeccable suit, incredible eye liner, spectacular lipstick and flat-out gorgeous hat: Coco Rocha. Damn you woman! Making everyone else look bad. Really bad.

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Images via Getty.