Kentucky Derby 2012Getty Images (2)

Hollywood headed to the racetrack this weekend for the 138th annual Kentucky Derby, and they brought their biggest and best hats with them! Once Upon a Time‘s Ginnifer Goodwin placed her bets in a wide-brimmed coral topper, while Mary J. Blige cheered on the jockeys wearing a red, rose-adorned fedora. See more celebrities who watched I’ll Have Another take first place in festive hats in the gallery.

MORE:
The Most Outrageous Celebrity Hats
Vineyard Vines’ Derby-Inspired Collection
Betsey Johnson’s Charitable Barbie Hat