It's not just the fascinators and sun hats [1] we looked out for at this year's Kentucky Derby. The races brought out style stars who switched up their looks from day to night, aiming for sophistication but also a touch of elegance. Kate Upton showed off [2] three appropriate outfits that fit the bill, but she isn't the only one to make us look twice. Read on to see who turned out for the big event.