The queen, an avid horse enthusiast, got her first look Saturday at Churchill Downs, a racing icon best known for its twin spires and hospitality on Derby Day when mint juleps flow and fancy hats are in fashion.
The queen and her husband, Prince Philip, arrived a little more than two hours before the Derby, the first leg of thoroughbred racing's Triple Crown. They went immediately to a private suite where the queen had a finish-line vantage point on a balcony to watch Street Sense pull away with the win.
The British monarch, on a six- day trip to the United States, was among 156,635 fans on hand, the third-largest crowd in Derby history.
"She took extremely close interest in the horses," but didn't place any bets, a Buckingham Palace spokesman said, on customary condition of anonymity.
The queen wore a fine wool coat of lime green, with a matching silk dress in a small floral print and a lime green hat with a fuchsia trim. She was accompanied by Will Farish, a former ambassador to Britain, as she entered the suite to a round of applause.
"It's unbelievable," said Erica Fencil, a college student from San Diego who found herself in the same suite. "I can't believe I'm in the same room with her."
Several pari-mutuel clerks were standing at their windows as the queen and her entourage arrived in the clubhouse.
One clerk, Lori Mellon, called it a thrilling event to see the queen.
"I'd really like to know what her choices are for the Derby," Mellon said. "She's an extremely savvy horsewoman. She's not new to this game."
Race fans said the queen's presence added to the event's glamour. For at least one day, they were on the same footing with royalty.
"She loves her horses, and this is the place to see beautiful horses," said Mary Vandever, a retired truck driver from Torrance, Calif., who was attending her first Derby in the Churchill Downs infield.
For fans with no chance of getting an up-close glimpse of the queen, there was an alternative. A Queen Elizabeth impersonator drew long lines in the track's paddock area.
For a distinctive Kentucky flair, she posed with a look-alike of Colonel Harland Sanders, founder of the Kentucky Fried Chicken chain.
Judith Gindy of Miami, the impersonator who refers to herself as Queen Elizabeth Too, admitted to being a great admirer.
"I'm very excited. It's my dream to meet her," Gindy said.
The Derby was the queen's only public event in Kentucky, and she left the track soon after the finish. On previous visits to the state - the last time in 1991 - she stayed at Lane's End Farm in central Kentucky, owned by Farish.
Saturday's visit wasn't the first by British royalty: Princess Margaret, the queen's sister, attended the race in 1974.
"Queen Elizabeth is certainly the most prestigious guest we've entertained in the modern-day history of the Kentucky Derby," track President Steve Sexton said.
The royal couple's visit to the track is part of a six-day trip to the United States that also includes visits to Virginia and Washington.
In Virginia, the queen addressed the Virginia General Assembly and visited the Jamestown Settlement before traveling to Kentucky. In Washington, she's scheduled to attend a state dinner with President Bush.
To prepare for the royal visit, a number of Churchill Downs workers took etiquette lessons and the lead chef planned a sumptuous meal featuring a variety of Kentucky ingredients. For those in the infield, where the beer flows and a carefree attitude reigns, any view of the queen would be from a distance. While the Derby draws plenty of nattily attired fans, the infield crowd is more apt to be in jeans or shorts and T-shirts. "I don't think it would be her cup of tea," race fan Betty Lyons said of the infield. (AP) Associated Press writers Jeffrey McMurray in Lexington, Ky.; and Joe Biesk and Brett Barrouquere in Louisville contributed to this report. AP-CS-05-05-07 2035EDT