The woman wearing the horse's head said, "I'm running in the sixth race. It's for maiden fillies. Next year I'll run in the Derby -- if my old man lets me. How about it, honey?"

For reasons having nothing to do with criminal charges but everything to do with being able to go home again, the woman wearing the horse's head would only say she was "Joyce, from Tobago."

"Go with the flow," said her old man, the one wearing the horse's tail hanging from the back of his belt.

Age, income, inclination and altitude separate the denizens of the infield from the jet setters of Millionaire's Row at Churchill Downs for the Kentucky Derby.

Here we are in the infield, 25 acres covered with 70,000 college kids in T-shirts suggesting adventures sexual and pharmaceutical. From a safe distance, the swirling kaleidoscope dazzles and beguiles, a thousand colors joining a thousand sounds. Up close, the infield is an invitation to step right up and speak to a crazy person.

Meet Mike Carducci, 25, of Buffalo, N.Y.

Tell us, Mike, why are you wearing that Ronald Reagan mask?

"This is no mask," he said. "You probably think I dye my hair, too."

At the third-floor clubhouse level, in the old wooden granstands that mark Churchill Downs as a pleasant curiosity in a world of plastic, those ersatz Reagans and fake fillies are nowhere in sight. Here are the box seats of the horsey set, the ladies aflower in pastels, their hats heavy with roses, their gentlemen blazing in madras.

It cost $15 to get into the infield, but it costs $550 for a six-seat box on the third floor (a mere trifle, one assumes, for anyone named Polk Laffoon III, whose box is identified with a printed card on the railing. Polk sits near G. Breaux Ballard III.)

Even $550 is no guarantee you won't see Don King, the fight promoter. With his electric hair and pendant of diamonds spelling his name, King stood near the finish line with Jefferson County attorney J. Bruce Miller, the local lawyer who handles business for heavyweight contender Greg Page.

"This is beautiful," King said expansively. He waved about a cigar so large that fire trucks stood nearby. "This southern hospitality is contagious," King said. "I am infected."

King did not, however, wear roses in his hair.

Page, who grew up here with the idea of succeeding another hometown hero, Muhammed Ali, said he would be in New York a week from Monday to watch the Gerry Cooney-Ken Norton fight.

"I don't like Cooney," Page said. "He can't fight. I'd rather fight one of these Derby horses. Be a better fight."

It costs $1,200 for a table for eight on Millionaire's Row, the sixth floor, high above the unwashed masses in Ronald Reagan masks, even looking down on Polk Laffoon III. That's $1,200 if you must pay, but if you must pay to sit on Millionaire's Row, you must not be a country singer or an oil barron.

Kenny Rogers and Armand Hammer came to elegance in the sky -- Churchill Downs carpets the millionaires' level and tests each table's strength with a heavy load of bourbon -- as guests of the Kentucky governor, John Y. Brown Jr., and his wife, Phyllis George Brown.

"I had a winner the last race, and I'm quitting now," Brown said, declining to pick a Derby favorite.

There was a thought to asking Phyllis her choice. But she was busy being gorgeous. She wore an off-the-shoulders white lace thing. She also wore a big red hat laden with roses. It was prettier by far than the horse's head Joyce wore, and in case of rain several hundred people could stand under Phyllis' hat with no danger of getting wet.

Ali, Pete Rozelle and Stan Musial idled on Millionaire's Row. Paul Hornung and Max McGee whispered outside the bar on the third floor, right near the $50 windows. In affirmation of his reputation, Jimmy (The Greek) Snyder said he lost $3,400 the previous race on a horse that didn't finish in the money.

Reagan/Carducci said he liked Tap Shoes in the Derby. "Fred Astaire was always one of my favorites," he said.