All eyes will be on Louisville this weekend for the 2012 Kentucky Derby, a blink-and-you'll-miss-it race that's been dubbed the most exciting two minutes in sports.

As Magic Johnson once said, the Kentucky Derby is like the Super Bowl and Mardi Gras all rolled into one. It's a fast, fashionable, food-forward festival that flaunts its frivolity.

Steeped in pageantry and riddled with history, the 138-year-old race is the oldest annually running sporting event in the U.S. Each year, the Kentucky Derby -- with all its muscular thoroughbreds, flowery hats, and mint juleps -- put's Louisville under a spotlight, but visitors to Derby City needn't be horseracing buffs to enjoy all of the city's charms.

In 1956, the city introduced the Kentucky Derby Festival, a two week extravaganza that boasts a race for all tastes. Events range from the charming Great Steamboat Race to the downright wacky Run of the Rosé, where local hospitality workers traverse an obstacle course with trays loaded down with glasses of rosé wine.

For Stacey Yates, Vice President of Marketing and Communications for the Greater Louisville Convention and Visitors Bureau, the Great Balloon Race holds a special place in her heart.

I remember waking up as a kid, getting Krispy Kreme doughnuts, and chasing the balloons, she recalled. There is so much tradition and pageantry around the Derby -- so much of Kentucky that is infused into the celebration.

The Kentucky Derby Festival began, in part, because it's extremely hard for locals to get a ticket to the track on Derby day. In fact, so many teachers took off for the Kentucky Oaks -- a race held at Churchill Downs the day before the main event that attracts a more local crowd -- that schools in the region made it an administrative holiday.

The two weeks of Derby Festival revelry brings in an estimated $127.9 million, according to a study conducted last year by the University of Louisville.

For many retailers, the Derby is as important as or even bigger than Christmas season, Yates said. There are hatmakers, cigar sellers, and limo drivers that come from all parts of the Bluegrass State and beyond to cash in on the sales.

Then, of course, there is the hospitality industry. There are 17,000 hotel rooms in the Louisville area and most will be sold out on Derby weekend. Rates at Louisville's historic hotels could rise from $150 to $1,200 a night, Yates said. Even the budget hotels could raise room rates to $400 a night. It's simple supply and demand -- and the demand branches out into the surrounding communities too from Evansville to Lexington and Cincinnati.

Because you're still allowed to bring your own food into Churchill Downs, there are signs all across Louisville reminding order your Derby box lunch now.

Derby meals are a big business for catering companies and restaurants alike and there's a unique blend of distinctly Kentuckian culinary delights.

The hot brown sandwich, a variation on a traditional Welsh rarebit, is a perennial Louisville favorite, particularly at the place of its inception, the Brown Hotel. Burgoo, a hearty hunter's stew whose origin is as beguiling as its flavor, and cheesy grits, a porridge-like Southern delicacy, are also closely linked with racing day. Lighter options include country ham on beaten biscuit and crustless Benedictine sandwiches. Bourbon balls dipped in chocolate with pecans or walnuts provide the perfect desert.

All of this is washed down with a bourbon-heavy mint julep, the official drink of the Derby. Bartenders at Churchill Downs will pour an estimated 100,000 mint juleps into silver souvenir cups for the main event.

Kentucky produces 95% of the world's bourbon and the drink's relationship with Kentucky's prize-winning thoroughbreds is deeper than you may think. Thoroughbred horses and fine bourbon mature side by side in the Bluegrass State. The limestone shelf underneath the lush pastures serves as a natural filter, providing the pure water needed for premium bourbons and a rich source of minerals for the bones of thoroughbred yearlings.

Bourbon tourism is a major draw both in the surrounding countryside and along the urban bourbon trail in Louisville where 20 bars and restaurants boast over 50 brands of bourbon. Mash and mares aside, there is much more to Kentucky's largest city.

Louisville has come a long way since its heyday as a major shipping center during the Westward Expansion. Though it boasts the largest collection of Victorian homes in the country, the city balances old world charms with modern twists. Tucked in between the city streets are a series of delightful parks laid out by Central Park designer Frederick Law Olmstead in the 1890s.

The city's had its share of hometown heroes over the years. Muhammad Ali, who turned 70 in January, grew up in a West End neighborhood of Louisville and The Ali Center showcases the former world heavyweight boxing champion's career while highlighting the Louisville Lip's social activism outside of the ring. It's also a place to shadowbox, punch a speed bag, or feel the power of the famous boxer's punch.

KFC founder Harland Colonel Sanders is another Louisville native and his legacy is on exhibit in the Louisville Visitor Center. His gravesite in the Cave Hill Cemetery is another popular stop for KFC devotees.

Though inanimate, the Louisville Slugger is no less of a hometown hero. The official bat of Major League Baseball has its own museum and factory tour full of memorabilia featuring the bats that made everyone from Babe Ruth to Derek Jeter famous.

Yet, even Louisville's hometown heroes are no match for the devotion people feel for their horses. The Kentucky Derby Museum remains one of the city's biggest attractions, and the event itself is its biggest drawcard.

I grew up in this community so the Kentucky Derby has been a part of my entire life, Yates said. I heard stories of my grandparents going as a kid. It creates a great since of pride for being a Louisvillian to know that the eyes of world are on Louisville, Kentucky that first Saturday of May.

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