(TRUMP TRUMPETS PLAYING) ♪ ♪ ♪ ♪ HELLO AND WELCOME TO THIS SPECIAL DERBY EDITION OF "INSIDE LOUISVILLE."

I'M YOUR HOST KELSEY STARKS ALONG WITH MY FRIEND CHIP POLLSTON.

>> GREAT TO BE HERE AND WE ARE THRILLED TO BRING YOU AN INSIDERS LOOK AT THE TWO MOST TWO MINUTE FAMOUS MINUTES.

>> IF YOU THOUGHT IT WAS THE END OF CONSTRUCTION AT CHURCHILL DOWNS FOR A WHILE, THINK AGAIN.

>> WE'LL SHOW YOU THE PLANS FOR THE LARGEST EXPANSION AND RENOVATION UNDERTAKEN IN THE HISTORY OF CHURCHILL DOWNS.

HUNDREDS OF MILLIONS OF DOLLARS IN CAPITAL PROJECTS, SOME OF THEM ON PAUSE FOR NOW.

WE'LL EXPLAIN.

>> THAT'S NOT ALL THAT'S NEW THIS YEAR.

THE KENTUCKY DERBY MUSEUM CELEBRATES 40 YEARS WITH A BRAND NEW VERSION OF THE MOVIE THE GREATEST RACE, IN A NEWLY UPGRADED THEATER.

AND YOU ARE GOING TO GET A FIRST LOOK INSIDE.

>> LAST YEAR WE SET A RECORD AT LOUISVILLE'S MUHAMMAD ALI'S INTERNATIONAL AIRPORT WITH MORE THAN 60,000 PASSENGERS COMING IN AND OUT DURING DERBY WEEK.

WHAT IS CHANGING THERE TO MAKE ROOM FOR MORE RECORD BREAKING CROWDS.

>> YOU CAN'T GO TO DERBY WITHOUT A FABULOUS HAT.

WE'LL TAKE YOU INSIDE THE DOWNTOWN STUDIO FOR ONE OF THE OFFICIAL MILLENNERS OF THE KENTUCKY DERBY.

WE HAVE ALL OF THAT FOR YOU STILL AHEAD.

BUT FIRST WE TAKE A LOOK BACK AT 151 YEARS OF DERBY HISTORY.

>> KELSEY, AMERICAN AROUND HERE KNOWS THAT THIS IS SO MUCH MORE THAN JUST THE GREATEST TWO MINUTES IN SPORTS.

IT REALLY IS A TRADITION, THE PERMEATES THROUGHOUT THE CITY EVERY YEAR.

>> MANY OF THE TRADITIONS THAT WE'VE COME TO KNOW AND LOVE, THE HATS, THE ROSES, THE MINT JULEPS, THEY ALL DATE BACK TO THE VERY FIRST DERBY RACES, MORE THAN A CENTURY AND A HALF AGO.

CHRIS GOODLETT, THE CURATOR AT THE KENTUCKY DERBY MUSEUM GIVES US A LITTLE HISTORY LESSON.

♪ ♪ >> THE KENTUCKY DERBY CAME TO BE IN 1875.

THAT WAS THE YEAR OF THE VERY FIRST KENTUCKY DERBY.

WHEN THE LOUISVILLE JOCKEY CLUB, ORIGINALLY FOR CHURCHILL CHURCHILL DOWNS WERE FOUNDED, ONE OF THE MAIN REASONS WAS COMING OUT OF THE CIVIL WAR, THE BREEDING INDUSTRY WAS DEVASTATED HERE IN KENTUCKY.

THOSE IN THAT INDUSTRY WERE REALLY LOOKING FOR A WAY TO GET PEOPLE EXCITED AND INVESTING IN HORSE BREEDING.

IS A LOT OF HISTORIANS POINT TO THREE PIVOTAL YEARS.

1913-1915.

WE HAD SOME FORTUNE DURING THAT TIME BECAUSE NEW YORK, NEW YORK WAS THE EPICENTER OF RACING AT THAT TIME.

WITH THE PROGRESSIVE MOVEMENTS OF THE ERA, ANTIGAMBLING MOVEMENTS, THERE WAS NO RACING FROM 1911 TO 1913 IN THE STATE OF NEW YORK.

THAT HELPS THE DERBY INCREASE VISIBILTY.

WE HAD THREE BIG RACES THAT GOT A LOT OF NATIONAL COVERAGE FROM THE NEWS.

1913, THE BIGGEST LONG SHOT EVER WINS IT 91 TO 1, AND ROSE BUD THAT WINS THAT YEAR AND 1915, WE HAVE REGRET, THE FIRST OF THREE FILLIES WIN THE DERBY.

THREE IN A ROW THAT REALLY GOT IT GOING ON THAT UPWARD TRAJECTORY STARTING TO SEE IT AS THAT MAJOR SPORTING EVENT THAT WE KNOW IT AS TODAY.

YOU GET TO THE EARLY 20th CENTURY, THE GROUP THAT TAKES OVER IN 1902 LED BY MATT WYNNE, A LOUISVILLE BUSINESSMAN FROM 1902 TO 1949.

SOME OF THE TRADITIONS WE SEE START, SINGING MY OLD KENTUCKY HOME STARTS UNDER WIN.

THE DISBAR LAND OF ROSES CONSISTENTLY UNDER WYNNE IN 1932, THE KENTUCKY DERBY TROPHY, GOLD CUP CREATED IN 1924 UNDER WYNNE, STILL ENDURES TODAY AND OF COURSE THE OFFICIAL MINT JULEP GLASS AS A SUF SOUVENIR GLASS IS FROM WYNNE.

SO MANY OF THOSE HE WAS DIRECTLY OR INDIRECTLY RELATED TO DURING HIS TENURE AT THE TRACK.

TO ME IT'S JUST NAT IS ALWAYS IMPRESSED ME GOING TO KENTUCKY KENTUCKY DERBIES NOW, IS JUST THE COMBINATION OF SO MANY DIFFERENT PEOPLE FROM SO MANY WALKS OF LIFE WHO COME TO EXPERIENCE THE KENTUCKY DERBY.

EVERYONE FROM WHO IS HERE FOR MAYBE THE PARTY IN THE INFIELD OR SOMEONE LOCAL AND IT'S JUST SOMETHING THEY DO BECAUSE IT'S LOUISVILLE'S EVENT.

TO THE HORSE RACING FANS, AND FOLKS IN THE INDUSTRY THAT ARE HERE BECAUSE IT'S THE LANDMARK THING FOR THE SPORT AND THE INDUSTRY.

SO MANY AGAIN SO MANY DIFFERENT PEOPLE, SO MANY DIFFERENT WALKS OF LIFE.

IT'S JUST A CELEBRATION AND IT'S REALLY A SPECIAL THING TO SEE.

♪ ♪ ♪ ♪ >> IT'S AN UNDERSTATEMENT TO SAY CHURCHILL DOWNS IS NOT YOUR GRANDMA'S RACETRACK ANYMORE.

HUNDREDS OF MILLIONS OF DOLLARS HAVE BEEN SPENT TO UPGRADE THE FACILITY IN RECENT YEARS, AND THE TRACK RECENTLY SHOWCASED A $3 BILLION PROJECT THAT WOULD COMPLETELY CHANGE THE LANDSCAPE OF THE INFIELD.

HOWEVER, THAT PROJECT FIRST SLATED TO BE COMPLETED IN THE NEXT THREE YEARS, IS NOW ON HOLD THE TRACK CITING TARIFFS AND ECONOMIC UNCERTAINTY FOR THE PAUSE.

BUT YOU WILL NOTICE SOME CHANGES THIS YEAR AND IN THE YEARS TO COME.

I TOOK A TRIP OUT TO THE TRACK TO FIND OUT MORE ABOUT WHAT THE FUTURE LOOKS LIKE AT CHURCHILL DOWNS.

>> THIS IS WHAT CHURCHILL DOWNS LOOKED LIKE ON DERBY DAY 125 YEARS AGO.

THE TRANSFORMATION HAS BEEN REMARKABLE.

>> SO FROM WHERE WE ARE NOW TO WHAT CHURCHILL DOWNS FIRST LOOKED LIKE WHEN THE DOORS OPENED, WHAT HAS BEEN THE PROGRESSION HERE.

>> IT'S UNBELIEVABLE.

THE TRANSFORM 80S, I-- TRANSFORMATION.

WE ARE IN THE NEW $200 MILLION PADDOCK WE DEBUTED TWO YEARS AGO.

THIS IS MORE THAN 12,000.

WE MORE THAN DOUBLED THE SIZE OF THE PADDOCK WHICH, IS GREAT FOR THE OWNERSHIP GROUPS.

THE HORSES, THERE IS PLENTY OF SPACE FOR THE HORSES TO ROOM AND YET THERE IS ALSO A GREAT VIBE AND FEEL AROUND THE PADDOCK.

I MEAN LET'S FACE IT.

IT FEELS LIKE A ROMAN COLISEUM.

>> THIS YEAR THE TRACK WILL UNVEIL THE NEW STARTING GATE COURTYARD AND PAVILION LOCATED NEAR THE TOP OF THE STRETCH WHERE THE STARTER'S GATE IS PLACED FOR THE DERBY.

WHAT WERE ONCE BLEACHERS ARE CHAIR BACK SEATS WITH CUP HOLDERS, CONCESSIONS AND WAGERING PLACES IN THE AREA.

>> WE KNOW PEOPLE COME HERE FOR THE MYSTIC, THE HISTORY BUT AT THE SAME TIME YOU'VE GOT TO KEEP UP WITH MODERN TIMES AND DELIVER DIFFERENT EXPERIENCES FOR DIFFERENT MEENL PEOPLE.

>> PART OF THAT MISS-- PART OF THAT MISS TEEBLG IS PART OF THE CHURCHILL DOWNS LANDSCAPE, THE VAUNTED TWIN SPIRES.

OTHER CONSTRUCTION PROJECTS STAND TALLER THAN THE SPIRES WHICH BEGS THE QUESTION,.

>> YOU TALK ABOUT THE TRADITIONS, WITH THE RENOVATION THERE IS A SCHOOL OF THOUGHT, I'M A NATIVE LOUISVILLE YAN AND I'M IN THIS CAMP THAT ALWAYS WONDERS ARE THE TWIN SPIRES EVER GOING TO GET RAISED TO WHERE THEY ARE PROMINENT ON THE LANDSCAPE ONCE AGAIN?

IS THAT EVER ANYTHING THAT'S GOING TO HAPPEN?

>> I THINK WE WOULD IF WE COULD.

BUT IT'S A NATIONAL HISTORIC LANDMARK.

THE GRAND STAND THAT HITS THE TWIN SPIRES TODAY WAS ERECTED IN 195 AND IN 1986 IT WAS REGISTERED AS A NATIONAL HISTORIC LANDMARK.

SO NO, YOU WILL NOT SEE THE TWIN SPIRES-- BUT I DO BELIEVE THAT WITH THE CONSTRUCTION OF THE ENTHUSIASM PADDOCK, WHEN YOU WALK THROUGH THE GATES, AND YOU SEE HORSES IN THE PADDOCK, AND THE TWIN SPIRES ABOVE, THOSE TWIN SPIRES ARE MUCH MORE IN FOCUS AGAIN TODAY.

>> THOSE LUCKY FOLKS WHO GATHERED UNDER THE TWIN SPIRES MORE THAN A CENTURY AGO COULD NEVER HAVE IMAGINED THE CHURCHILL DOWNS OF TODAY.

AND ACCORDING TO ROGERS, THE GLOBAL SIGNIFICANCE OF THE RACE MEANS CHURCHILL WANTS TO KEEP IMPROVING THE ON TRACK EXPERIENCE.

>> IT IS SUCH A BUCKET LIST EVENT FOR PEOPLE.

IT HAS GROWN SO MUCH OVER THE YEARS, ESPECIALLY WITHIN THE LAST 20 YEARS.

I MEAN WE HAD 20 MILLION PEOPLE WATCHING THE RACE ON NATIONAL TELEVISION LAST YEAR.

THERE WERE PEOPLE WHO WANT TO COME HERE FROM ALL OVER THE WORLD.

IT'S A $400 MILLION ECONOMIC IMPACT TO THE AREA.

AND WE JUST WANT TO CONTINUE TO GROW IT AND MAKE IT THE BEST IT CAN BE.

>> ALTHOUGH SOME OF THOSE REP VAGUESES ARE ON PAUSE FOR NOW, THERE IS STILL A PLAN TO EVENTUALLY CHANGE THE LANDSCAPE OF THE INFIELD.

BUT IT WON'T BE THE FIRST TILE.

CHRISTIE DUTTON GIVES US SOME PERSPECTIVE WITH A LOOK BACK AT HOW THE INFIELD CARRIES ITS OWN STORIED HISTORY.

>> THE INFIELD HAS ALWAYS BEEN A PART OF THE KENTUCKY DERBY SINCE THE VERY FIRST DERBY RACE IN 1875.

BUT BACK THEN, IT WAS CALLED THE CENTER FIELD AND IT LOOKED A LOT DIFFERENT THAN IT DOES NOW.

SO IT WAS A MUCH MORE PARK-LIKE ATMOSPHERE.

LOTS OF PEOPLE PICNICKING, DRIVING THEIR CARRIAGES INTO THE INFIELD AND JUST, YOU KNOW, HAVING A TOLLY HO AND SITTING AROUND AND SOCIALIZING.

>> AND TO GET TO THE INFIELD ... >> I HAD YOU TO CROC THE TRACK, WHICH OF COURSE FEELS ZACHARY-- FEELS SACK RA LANDFILLING THESE DAYS.

>> THE HORSES TROTTED ACROSS THE INFIELD.

>> BACK IN THE OLDEN DAYS, YOU USED TO HAVE A PATH CUT THROUGH THE MIDDLE OF THE INFIELD WHERE THEY WOULD ACTUALLY TAKE THE HORSES FROM THE BARN AREA AND WALK THROUGH THE INFIELD TO THE FRONT SIDE HERE IN THE GRAND STAND TO SADDLE IN THE PADDOCK, JUST WALKED RIGHT THROUGH THE INFIELD ITSELF.

>> SOON EVERYONE WAS REROUTED AND ACCESS TO THE INFIELD WAS FOREVER CHANGED FROM THE GROUND UP.

>> THE TUNNELS THAT WE ARE FAMILIAR WITH NOW THAT GO UNDER'NEATH THE TRACK, WERE NOT THERE UNTIL 1937.

>> THROUGHOUT HISTORY, THE INFEEL HAS ALWAYS SADDLED UP TO SUPPORT THE WAR EFFORT.

TO EASE THE WAR TIME FOOD SHORTAGE IN 1918, THE INFIELD WAS FULL OF SPUDS RATHER THAN STUDS.

>> IT HAD A VICTORY GARDEN OF POTATOES DURING WORLD WAR I.

>> IN THE 1940S, SOLDIERS WERE HOUSED IN THE INFIELD AND EVEN GAVE TANK DEMONSTRATIONS.

>> THERE WERE OVER FLOW BARRACKS THERE AND GREAT PICTURES IN THAT WIND STANDING NEXT TO TANKS IN THE INFIELD.

>> AS SOCIETY CHANGED THROUGH THE DECADES, THE INFIELD BECAME MORE ABOUT HORSING AROUND THAN HORSE RACING.

>> AND THEN, OF COURSE, THE INFIELD THAT WE RECOGNIZE TODAY, WHICH REALLY DIDN'T DEVELOP UNTIL THE 1970 DZS BUT THAT CRAZY PARTY THAT HAVE YOU TO COME AND EXPERIENCE WITH YOUR OWN EYES TO REALLY KNOW WHAT THAT'S LIKE.

>> WHEN I THINK OF THE INFEED, I THINK OF 1974 WITH THE 100th KENTUCKY DERBY, PEOPLE CLIMBING THE FLAG POLES, CLOTHED OR UNCLOTHED.

>> FOR NOW, THE INFIELD STILL EMBRACES ITS UNBRIDLED SPIRIT BUT THE UPCOMING CONSTRUCTION PROJECT AIMS TO TRANSFORM THE INFIELD EXPERIENCE WITH NEW STATE-OF-THE-ART BUILDINGS PREMIUM SUITES AND ROOF TOP ACCESS.

>> WE HAVE 150-YEAR-OLD FACILITY.

HAVE YOU TO KEEP IT UP TO DATE AND WE MODERNIZED IT.

WE PAY RESPECT TO OUR PAST BUT WE ARE CONTINUING TO MOVE THE BALL FORWARD.

>> IT'S HARD TO IMAGINE A MILITARY CAMP OR POTATOES GROWING IN THE INFIELD AND FUTURE GENERATIONS MAY FIND IT HARD TO IMAGINE THE INFIELD THE WAY IT IS NOW BUT ONE THING IS FOR SURE, IT IS ALWAYS GOING TO KEEP CHANGING.

>> THE KENTUCKY DERBY MUSEUM HAD ITS OWN UNVEILING THIS YEAR.

ITS 360-DEGREE THEATER GOT A MULTIMILLION DOLLAR UPGRADE FOR ITS MOVIE THE GREATEST RACE THAT'S SHOWN THERE EVERY HOUR AT THE MUSEUM.

I SAT DOWN WITH THE PRESIDENT OF THE DERBY MUSEUM TO TALK ABOUT THE MOVIE PREMIER THAT HAPPENED THERE A FEW WEEKS AGO.

PATRICK ARMSTRONG IS THE PRESIDENT AND C.E.O.

OF THE KENTUCKY DERBY MUSEUM.

THANK YOU VERY MUCH FOR BEING HERE.

THIS NEW MOVIE LOOKSES ABSOLUTELY FANTASTIC.

WHAT IS THE RECEPTION BEEN SO FAR?

>> IT IS FANTASTIC.

WE DEBUTED IT ON APRIL 10, AND WE HAD A LITTLE V.I.P.

RECEPTION AND A COUPLE OF SPECIFIC PARTS OF THE DEBUT GRAND MOVIE PREMIER, IF YOU WILL, RED CARPET TREATMENT, AND EVERYBODY LOVES IT.

I AM REALLY IN-- WE WERE REALLY INTENTIONAL IN KEEPING THE BEST PARTS OF THE GREATEST RACE BECAUSE IT HAS BEEN A MAIN STAY AT THE KENTUCKY DERBY MUSEUM FOR 40 YEARS.

SO WE WERE VERY CAREFUL WITH OUR PRODUCTION COMPANY RIGHT HERE IN LOUISVILLE, DONNA LAWRENCE PRODUCTIONS.

THEY'VE WORKED ON IT FOR 40 YEARS AS WELL.

SO WE WERE VERY INTENTIONAL ABOUT KEEPING ALL THE GREAT SOUNDBITES AND ALL THE BEST PARTS OF IT, BUT ALSO THERE IS A TON OF NEW FOOTAGE, ALL THE NEW ARCHITECTURE AT CHURCHILL DOWNS.

SO WE ARE THRILLED WITH THE WAY IT TURNED OUT.

>> THE GREATEST RACE IS AN 18-MINUTE FILM SHOWN ON A ONE OF A KIND 360-DEGREE MOVIE SCREEN THIS THE MUSEUM'S GREAT HALL.

THIS YEAR'S $2.3 MILLION UPGRADE INCLUDES VOICES FROM NEW PERSONALITIES, NEW FOOTAGE FROM DERBY 150 AND A BRAND NEW LIGHT SHOW THAT COINCIDES WITH THE MOVIE FOOTAGE.

THAT MOVIE IS INCLUDED IN THE MUSEUM'S GENERAL ADMISSION.

>> A LOT OF FOLKS FANCY THEMSELVES TO BE HANDICAPPERS THIS TIME OF YEAR, BUT MOST JUST WANT TO PLACE A SIMPLE BET AT THE TRACK OR ONLINE.

AND HONESTLY, THAT ITSELF IS A LITTLE OVERWHELMING.

>> LET'S BREAK IT DOWN FOR FOLKS.

ALL YOU REALLY NEED TO KNOW IS WHEN-- WIN, PLACE AND SHOW.

A WIN BET MEANS THAT YOU ARE BETTING ON THAT HORSE TO WIN.

A PLACE BET MEANS IF YOUR HORSE FINISHES FIRST OR SECOND, THEN YOU WILL WIN.

AND A SHOW BET PAYS IF YOUR HORSE COMES IN ONE OF THE TOP THREE SPOTS.

>> AND OF COURSE HIGH RISK MEANS HIGH REWARD.

HERE ARE SOME OTHER WAYS YOU CAN PLACE A BET.

EXACTA WAGER, YOU ARE CHOOSING THE HORSES THAT WILL FINISH FIRST AND SECOND IN THE RACE.

>> IF YOU THINK YOU CAN PREDICT THE HORSES FIRST SECOND AND THIRD, THAT'S THE APPROPRIATELY NAMED TRIFECTA WAGER.

>> A SUPERFECTA WAGER IS WHEN YOU CHOOSE THE HORSES IN FINISHING ORDER FIRST THROUGH FOURTH PLACE.

>> AND IF YOU WANT TO GET SUPER FANCY, CHURCHILL NOW OFFERS THE HIGH RISK HIGH REWARD SUPER HIGH FIVE WAGER RECEIVED TO IS THE PENTA FECTA BET FIRST OFFERED IN THE 2022 DERBY AND LAST YEAR A $1 BET HITTING ALL FIVE HORSES IN ORDER WOULD HAVE WON YOU $316,000.

NOW KEEP IN MIND, YOU CAN BOX ANY OF THE BETS, WHICH MEANS YOU DON'T HAVE TO PICK IN THE CORRECT ORDER.

JUST THE CORRECT HORSES IN THOSE SPOTS.

>> SEEMS SIMPLE ENOUGH.

>> IF YOU WIN THAT KIND OF MONEY THOUGH, YOU MAY BE PARKING YOUR PRIVATE JET AT MUHAMMAD ALI INTERNATIONAL AIRPORT.

>> THAT'S A PROBLEM WE ALL NEED.

THEY HAD THEIR BUSIEST DERBY LAST YEAR WITH MORE THAN 60,000 PASSENGERS COMING AND GOING OVER THE COURSE OF DERBY WEEK.

>> THAT'S NOT INCLUDING THE PRIVATE JETS BY THE WAY.

I HAD THE CHANCE TO SIT DOWN WITH DAN M MANN, THE DIRECTOR OF THE REGIONAL AIRPORT WHO TALKED ABOUT THE MASSIVE UNDERTABLINGING FOR DERBY WEEK.

>> DURING DERBY, THE BUILDUP FOR DERBY IS A LOT OF PLANNING, A LOT OF CAPACITY UPGRADES.

LAST YEAR WE BROUGHT IN CLEARE, EXPEDITED FOR INTERNATIONAL TRAVELS, YOU GET CLEARE, YOU CAN GET THROUGH THE CHECK POINT.

WE BROUGHT THEM, THE FIRST TO HAVE MOBILE CLEARE.

I THINK IT COSTS $100 AND IT'S JUST LIKE PRECHECK.

IT HELPS EXPEDITE THE CHECKIN LINE.

LAST YEAR SET A RECORD.

MORE CAPACITY YEAR FOR THE THURSDAY THROUGH MONDAY TIMEFRAME THAN WE'VE EVER HAD BEFORE.

DEPARTURE, WE CALL IT DEPARTURE SUNDAY, THE AMOUNT OF PEOPLE THAT LEAVE ON SUNDAY THROUGH OUR COMMERCIAL AIRPORT, OVER 18,000 PEOPLE.

AND YOU THINK ABOUT OUR SMALL TERMINAL TO GET 18,000 PEOPLE THROUGH THAT IN SHORT ORDER, AND I THINK LAST YEAR WE HAD SEVEN LANES.

WE WERE ABLE TO DO I THINK THE LONGEST WAIT WAS 35 MINUTES TO GET THROUGH THE CHECKPOINT.

THAT'S WHAT WE STRIVE FOR.

WITH WEATHER HICCUPS, IT CAN BE LONGER.

WE HAVE A GOOD PLAN, MORE CAPACITY NOW.

IT IS AMAZING.

WE HAVE DEPARTURE SUNDAY AND MONDAY BECAUSE PEOPLE ARE EXTENDING THEIR STAYS.

PEOPLE SAY LET'S STAY SUNDAY NIGHT AND FLY OUT MONDAY.

THAT'S GOOD FOR US.

PEOPLE DON'T SEE ALL THE CORPORATE, THE BUSINESS JETS THAT COME IN.

WE WILL HAVE LITERALLY HUNDREDS OF BUSINESS JETS PARKED ALL OVER, WE CLOSE TAXI WAYS AND PARK THE BUSINESS JETS ON THE TAXI WAYS.

IT'S AMAZING.

I LOOK OUT MY WINDOW WITH BINOCULARS AND SEE THE FOLKS FLYING SOME FOR THE SPECIAL EVENT.

THEY START COMING IN WEDNESDAY, THURSDAY, BY FRIDAY THE PLACE IS FILLED UP AND YOU GO TO DERBY SATURDAY AFTER THE RACE IS OVER, THESE FOLKS ARE WHISKED BACK TO THE AIRPORT, GETTING ON THEIR CORPORATE JETS AND GONE TO THE NEXT THING THEY WANT TO GO TO.

SO IT'S AMAZING TO SEE FRIDAY, ESPECIALLY, TO JUST WALK AROUND INSIDE THE FENCE AND SEE ALL THESE AMAZING EXPENSIVE BUSINESS JETS THAT ARE THERE.

IT'S REALLY, REALLY INTERESTING.

WE HAVE BOWMAN FIELD, TOO, OUR G.A.

AIRPORT.

THEY WON'T HAVE THE BIG JETS BUT KING AIRS AND SMALLER JETS.

SO BOWMAN FIELD GET THEIR CONTINGENT OF PEOPLE COMING IN FOR DERBY.

IT'S AMAZING ALL THE STUFF THAT GOES INTO HOW PEOPLE GET HERE FOR THIS AMAZING EVENT THAT IS IN LOUISVILLE.

>> BY THE WAY, THE AIRPORT IS IN THE MIDDLE OF A BILLION-DOLLAR UPGRADE PROJECT CALLED S.D.F.

NEXT.

♪ ♪ ♪ ♪ >> THERE ARE SO MANY TRADITIONS BUILT AROUND THE KENTUCKY DERBY AND ONE OF THEM INCLUDES DERBY PIE.

NOW THIS IS A CHOCOLATE NUT PIE CREATED FROM A FAMILY RECIPE STARTED RIGHT HERE IN LOUISVILLE MORE THAN 70 YEARS AGO.

>> KEARNS KITCHEN HOLDS THE TRADEMARK FOR THE LEGENDARY DERBY PIE.

BUT FOR THE FIRST TIME IN 50 YEARS, ALLEN WON'T BE IN THE BAKERY THIS YEAR BUT AS WE FOUND OUT, THE FAMILY TRADITION CONTINUES.

>> KEARN'S KITCHEN IS AS KENTUCKY AS DERBY PIE.

>> 1954, OUR GREAT GRANDPARENTS, WALTER AND LEANDRA AND THEIR SON GEORGE WERE AT THE MELROSE INN AND THEY WANTED A DESSERT THAT WAS SPECIAL TO THE RESTAURANT, AND SO THEY INVENTED DERBY PIE.

>> WHEN THE KEARNS CAME UP WITH THE RECIPE FOR THE SIGNATURE DESSERT, A WARM CHOCOLATE NUT PIE, THEY KNEW IT WAS GOOD.

THEY DIDN'T KNOW WHAT TO CALL IT.

FAMILY LEGEND IS THEY DREW THE NAME OUT OF A HAT AND ON TO THE WINNER EESES CIRCLE IT WENT, MOVING FROM ITS HUMBLE BEGINNINGS TO ITS OWN PHENOMENON, DERBY PIE WAS OFFICIALLY TRADEMARKED IN 1959.

PEOPLE JUST, WHEN THEY THOUGHT, HEY, I WANT TO SEND A GIFT OR I WANT TO SHOW SOMEONE WHAT KENTUCKY TASTES LIKE, THEY THINK KEARNS KITCHEN DERBY PIE.

>> OUR PIE SAYS KEARNS KITCHEN ON THE CRUST, SO IF THEY CALL IT A DERBY PIE AND IT DOESN'T SAY KEARNS KITCHEN ON THE CRUST, YOU KNOW IT'S NOT OURS.

>> THERE ARE A HANDFUL OF PEOPLE ALIVE THAT KNOW THE SECRET RECIPE RIGHT NOW.

>> WALTER AND LEANDRA'S DAUGHTER MARRIED FRANK AND THEY HAD A SON NAMED ALLEN WHO WENT ON TO TAKE OVER THE BUSINESS IN THE EARLY 80S.

KEARNS KITCHEN WENT FROM MAKING THREE TO SIX PIES AT A TIME, COOLING ON THE PORCH, TO 10 TO 20 PIES AT A TIME, SELLING TO RESTAURANTS AND DISTRIBUTORS.

TODAY KEARNS KITCHEN BAKES UP TO 240 PIES AT A TIME.

ABOUT 100,000 EVERY YEAR.

HALF OF THAT IN THE WEEKS LEADING UP TO THE KENTUCKY DERBY.

BUT DERBY 150 WOULD BE ALAN'S LAST.

HE DIED UNEXPECTEDLY AT THE AGE OF 70 IN JUNE OF 2024.

>> YOU SEE HOW MUCH OF A PILLAR OF THE COMMUNITY HE WAS, JUST FROM HOW MUCH PEOPLE HAVE RALLIED AROUND US, YOU KNOW, PEOPLE THAT I HAD NEVER MET BEFORE, BUT THEY JUST LOVED HIM AND RESPECTED HIM AS SOMEBODY THAT TRULY SHOWED HOSPITALITY AND JUST LOVE FOR HIS CITY AND HIS STATE.

>> IT LEFT HIS THREE CHILDREN WITH A CHOICE TO MAKE ABOUT THE FUTURE OF KEARNS KITCHEN, HOME OF THE DERBY PIE.

>> WE WANT TO REPRESENT KENTUCKY WELL.

WE HAVE BEEN AROUND FOR OVER 70 YEARS NOW.

AND JUST WANT TO KEEP TRUE TO OUR GREAT GRANDMOTHER'S RECIPE AND SO WE ARE GOING TO KEEP HAND CRACKING OUR EGGS AND MAKING YOU ARE ON OWN DOUGH AND PUTTING OUT A QUALITY PRODUCT THAT REPRESENTS KENTUCKY WELL.

>> IT HADN'T BEEN EASY.

THE PRICE EVER INGREDIENTS HAVE GONE UP THIS YEAR AND THE BAKERY ITSELF WAS A BEAT AWAY FROM BEING HIT BY A TORNADO IN THE WEEKS BEFORE DERBY.

BUT THE FAMILY REMAINS, TO CONTINUE THE FAMILY'S LEGACY, WHICH TURNS OUT TO BE A LOT MORE THAN DERBY PIES.

>> I THINK THE BIGGEST THING HE TAUGHT ME WAS JUST THAT MAKE PEOPLE FEEL WELCOMED.

HE NEVER MET A STRANGER.

>> WE FOUND A NOTE HE WOULD CONNECT WITH PEOPLE.

REMEMBER THEIR NAMES AND LIVES AND HE WOULD BE ABLE TO HAVE THAT LONG LASTING RELATIONSHIP WITH ANYBODY THAT HE RAN INTO.

JUST GOES A LONG WAY.

PEOPLE LOVE TO CONNECT AND MY DAD WAS REALLY GREAT AT THAT.

>> I THINK HE WOULD BE PROUD THAT WE RALLIED TOGETHER AND, YOU KNOW,EVEN THOUGH HE IS NOT HERE, WE ARE CONTINUING WHAT HE BUILT.

>> I MEAN ALREADY MY OLDEST, REMY IS NINE YEARS OLD AND HE IS EXCITED TO COME IN HERE AND WORK AND HELP OUT AND, YOU KNOW, I ASKED BOTH MY KIDS WHAT THEY WANTED TO DO WHAT THEY GREW UP AND REMY SAID I WANT TO WORK AT THE DERBY PIE COMPANY WITH YOU.

I SAID THAT'S REALLY JUST A SPECIAL THING THAT THAT IS EVEN STILL POSSIBLE.

SO WE ARE REALLY THANKFUL AND GRATEFUL JUST TO BE HERE AND CONTINUING THE LEGACY.

>> WHAT A STORY!

WELL, YOU CAN'T TALK DERBY TRADITIONS THOUGH WITHOUT TALKING ABOUT FASHION.

>> AND EVERYBODY KNOWS THAT MEANS THE DERBY HAT.

NOW IT'S NOT JUST AN ACCESSORY.

IT'S AN ABSOLUTE ART FORM.

>> IT REALLY IS.

CHRISTIE DUTTON HAD THE CHANCE TO VISIT THE BUSTLING SHOP OF JENNY, MASTER MILL INNER AND FEATURED MILL INNER FOR THE KENTUCKY DERBY.

>> SOME PEOPLE THINK THEY GO THERE TO WATCH THE HORSES, NO.

THEY GO THERE TO LOOK AT THE HATS.

>> SOME OF WHICH WERE MADE BY MASTER MILLENNER, OWNER-- MY MOTTO IS A HAT CAN ONLY CHANGE YOUR DAY BUT IT CAN CHANGE YOUR LIFE.

>> SHE WOULD KNOW, AS A MILLENNER.

>> SOMEONE WHO MAKES HATS FROM SCRATCH.

>> HER LIFE CHANGED WHILE SELLING HER HATS AT AN ART SHOW IN CHICAGO.

>> THE WOMAN NEXT TO ME WAS FROM LOUISVILLE, KENTUCKY AND SHE ASKED ME IF I EVER THOUGHT OF MAKING HATS FOR THE DERBY.

AND I HADN'T.

AND SO SHE THOUGHT I WOULD DO REALLY WELL AND I ENDED UP GOING TO KENTUCKY THAT FOLLOWING YEAR.

>> AND SHE THREW HER HAT INTO THE RING, SO TO SPEAK.

>> SOLD HATS OUT OF THE TRUNK OF MY CAR AND I SOLD OUT IN ONE DAY AND I COULDN'T BELIEVE THAT PEOPLE REALLY LIKED HATS HERE.

>> FOR SEVERAL YEARS, SHE MADE THE ANNUAL TRIP TO LOUISVILLE TO SELL HER DERBY HATS.

>> DURING THAT TIME, FELL IN LOVE WITH THE TOWN AND THE PEOPLE AND WAS SO AMAZED AT HOW SUPPORTIVE EVERYONE WAS FOR SMALL BUSINESSES.

>> IN 2014, SHE DECIDED LOUISVILLE WAS THE PERFECT PLACE TO HANG HER HAT AND OPENED FOUR MAIN MILLENARY, REFLECTING HER TIMELESS STYLE.

>> I'M AN OLD SOUL.

I LOVE VINTAGE LOOKS.

>> DRAWING INSPIRATION FROM ANOTHER TIME AND PLACE.

>> I WILL USE A LOT OF TRIMS FROM FRANCE FROM THE 20s AND 30S.

FOR ME I LOVE BRINGING THEM BACK TO LIFE AND INCORPORATING THEM INTO MY WORK.

>> DON'T BE MISTAKEN.

THERE IS NOTHING OLD HAT ABOUT THIS HAT SHOP.

>> ALL MY HATS ARE NEW.

A LOT OF TIMES PEOPLE THINK MY HATS, WHEN THEY COME IN HERE, THEY'RE VINTAGE.

THEY'RE NOT.

I MAKE THEM ON OLD VINTAGE FORMS.

>> LIKE THESE ANTIQUE WOODEN HAT BLOCKS.

>> I REALLY LIKE TO THINK ABOUT WHO MADE A HAT ON THIS HAT BLOCK HUNDREDS OF YEARS AGO.

WHO WAS IT FOR?

WHOSE COLLECTION WAS IT FOR?

HOW MANY HATS HAVE BEEN MADE.

THE ENERGY OF THE SOULS COMING THROUGH IN THE MAKING OF EACH HAT.

>> IN FOUR MAIN MILLENARY, INFLUENCES FROM THE PAST INCLUDE MORE THAN THE HATS.

>> NOT THAT LONG AGO, I LEARNED THAT MY GREAT GRANDMOTHER BETTY WAS A MILLENNER.

I WAS LIKE OH MY GOSH.

IT'S BEEN IN MY BLOOD AND I DIDN'T EVEN KNOW IT.

>> BRINGING THE PAST TO THE PRESENT, HELPING EACH CLIENT DISCOVER A ABOUT IT OF HATITUDE WHEN THE PERFECT HAT FITS JUST RIGHT.

>> YOU SEE THEY WILL TRANSFORMED AND YOU ALMOST SEE THIS ENERGY RUN THROUGH THEIR BODY AND THEY'LL STAND A LITTLE TALLER AND THEY'LL SMILE A LITTLE BIGGER.

IT'S A WONDERFUL FEELING AND IT'S WE I WHY DO I-- IT'S WHY I DO WHAT I DO.

>> I'M CHRISTIE DUTTON FOR INSIDE THE KENTUCKY DERBY.

>> THANKS FOR SPENDING SOME TIME GETTING TO KNOW LOUISVILLE ON THIS DERBY WEEK.

DON'T FORGET YOU CAN WATCH AND SHARE THIS EPISODE ANY TIME.

IT'S ONLINE AT KET.ORG/"INSIDE LOUISVILLE."

>> PLUS YOU CAN ALSO SEE ALL OF OUR DERBY COVERAGE FROM THROUGHOUT THE YEARS FROM KENTUCKY LIFE EPISODES TO DOCUMENTARIES AND MORE.

JUST GO TO ket.org/DERBY.

>> AND YOU CAN SEE BEHIND THE SCENES PICTURES AND VIDEOS ON OUR INSTAGRAM.

FOLLOW US THERE AT KET IN LOU.

I HOPE WE WILL SEE YOU HERE NEXT TIME.

UNTIL THEN, MAKE IT A GREAT WEEK.

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