The Kentucky Derby might be "the most exciting two minutes in sports," but that's just the horse race.

If you're planning to join the 155,000 or so fans at Churchill Downs on Saturday, you'll need more than 120 seconds of preparation to ensure a memorable time.

When it comes to hotels, Louisville isn't a one-horse town. The favorites include the Seelbach Hilton, the Brown Hotel, the Galt House Hotel & Suites and the 21C Museum Hotel.

The venerable Seelbach opened in 1905, 30 years after the first Kentucky Derby, and is in the middle of a $12 million makeover. The Brown, an English Renaissance building in the city's theater district, offers modern conveniences like Internet access and old-school luxuries.

The Galt House, on the Ohio River, dates back to the early 1800s. During the Civil War, Generals Ulysses Grant and William Tecumseh Sherman met there to devise the strategy that led to Atlanta's capture. The current Galt House is the lodging's fourth iteration.

The 21c is a 90-room boutique hotel that sports a 9,000-square-foot contemporary art museum featuring work by living artists.

Louisville has more than 2,500 restaurants. Seelbach's and 21c's haute offerings, the Oak Room and Proof on Main, respectively, are some of the best bets. Louisville Originals is a consortium of independently owned restaurants, and its Web site is a good place to find out where locals eat.

For a town many think of as "quaint," Louisville has a lot going on. Kentucky generates 95% of the world's bourbon, and the seven-stop "Urban Bourbon Trail" offers a tasty primer on all whiskey.

For more genteel pleasures, hop in a car and tour the Old Louisville section, which houses the country's largest grouping of Victorian homes. Just make sure to do this before you hit the Bourbon Trail.

Baseball fans should check out the Louisville Slugger Museum, where a 120-foot steel replica of Babe Ruth's 34-inch bat leans against the building. The night before the Run for the Roses, you'll want to be with everyone else in the know at the Barnstable Brown Party.

Before the big race, visit the Kentucky Derby Museum at Gate 1 of Churchill Downs for its heart-pounding, 360-degree feature on "The Greatest Race," which includes a replay of last year's victory by Big Brown.

If you played your cards right, you procured seats on Churchill Downs' "Millionaire's Row," two areas of top-shelf seating that provide table seating, a balcony view and the potential for celebrity sightings. That can mean anyone from Kid Rock to Queen Elizabeth II. The best box seats are in sections 318-320, which are between the 1/16 pole and the wire but not in the sun's glare.

Be sure to order a mint julep, a local specialty made of Bourbon, sugar, water and fresh mint. More than 100,000 of these cocktails will be sold this weekend. And don't forget to place your bets.

Evan Rothman is a freelance writer living in Staatsburg, N.Y. His work has appeared in The New York Times, Sports Illustrated, Esquire, Men's Journal and other leading publications.

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