The lilies take center stage on the first Friday in May,

Photo: Anne M. Eberhardt

and they are appropriate anywhere

Photo: SKIP DICKSTEIN

But, more traditional headgear was also seen.

Photo: Chad Harmon

A patron of thoroughbred racing enjoys the sun and the racing atmosphere at Churchill Downs in Louisville, KY. on a day when hats are everywhere the day before the 138th running of The Kentucky Derby May 4, 2012.(Skip Dickstein / Times Union)

Photo: Skip Dickstein

Photo: Chad Harmon

Pink was definitely the color of the day.

Photo: Chad Harmon

with or without a hat.

Photo: Chad Harmon

Staking out a spot.

Photo: Chad Harmon

It helps to start young.

Photo: Chad Harmon

The big races started with an upset in the La Troienne Stakes (gr. II) by 16-1 Juanita.

Photo: Anne M. Eberhardt

Speed was on display on the dirt, with a new stakes record in the Eight Belles (gr. III) for Contested,

Photo: Dave Harmon

and a new track record for Successful Dan in the Alysheba Stakes (gr. II).

Photo: Anne M. Eberhardt

Successful Dan needed some cooling off after that effort.

Photo: Anne M. Eberhardt

But there was also plenty of speed on the turf, where Stephanie's Kitten rolled to a new stakes record in the Edgewood Stakes.

Photo: Mathea Kelley

Everything came to a halt, with a storm approaching.

Photo: Alex Cutadean

As the infield was evacuated.

Photo: Karl Frederick Schmitt III

Photo: Rick Samuels

And people found shelter wherever they could.

Photo: SKIP DICKSTEIN

Photo: SKIP DICKSTEIN

But, the bulk of the storm missed Churchill, and the conditions were still fast and firm, as Silver Max sped to the win in the American Turf Stakes (gr. IIT).

Photo: Skip Dickstein

Finally, it was time for the main event. A full field went to the post for the Oaks, so Also-Eligible Oaks Lily was left out of the fun.

Photo: Mathea Kelley

Grace Hall, 2nd in last year's Breeders' Cup Juvenile Fillies (gr. I), was favored.

Photo: Mathea Kelley

On Fire Baby kept her cool.

Photo: Chad Harmon

Broadway's Alibi turned some heads on the track.

Photo: Mathea Kelley

Bob Baffert, who won the 2011 Kentucky Oaks with Plum Pretty, was back with 2 fillies, Eden's Moon, and

Photo: Mathea Kelley

Jemima's Pearl.

Photo: Mallory Haigh

Trainer Larry Jones kept a close eye on Believe You Can.

Photo: Mallory Haigh

Waiting to load.

Photo: Chad Harmon

And they're off!

Photo: Rick Samuels

Broadway's Alibi bounced to the lead.

Photo: Dave Harmon

shadowed by Believe You Can.

Photo: Courtney V. Bearse

Photo: Courtney V. Bearse

Believe You Can wore down her rival,

Photo: Skip Dickstein

and went on by

Photo: Dave Harmon

Photo: Dave Harmon

for the win.

Photo: Anne M. Eberhardt

Coming home under the Twin Spires.

Photo: Skip Dickstein

Believe You Can ridden by jockey Rosie Napravnick out dueled Broadway's Alibi ridden by John Velasquez to win the 138th running of the Kentucky Oaks at Churchill Downs in Louisville, KY May 5, 2012. (Skip Dickstein / Times Union)

Photo: Skip Dickstein

Trainer Larry Jones leads his Oaks winner to the Winner's Circle.

Photo: Dave Harmon

The numbers don't lie.

Photo: Dave Harmon

Lilies for Rosie

Photo: Rick Samuels

The sweet smell of an Oaks victory.

Photo: Rick Samuels

Brereton Jones admires his homebred Oaks-winning filly.

Photo: Skip Dickstein

Believe You Can (Proud Citizen - El Fasto, by El Prado (IRE)); Jockey: Rosie Napravnik; Trainer: Larry Jones; Owner: Brereton C. Jones; Bred in Kentucky by Brereton C. Jones.

Photo: Anne M. Eberhardt