THE thundering of hooves racing down the straight was matched by the roaring of the crowd in the grandstand.
The ladies were dressed in their finest and some of the kids were too.
Meanwhile serious punters studied the form, hang around the bookmakers or leaned on the bar.
The jumping castle got a good work out and the line up for the face painter was long.
For Andrew Murphy and his family of four kids from Ulmarra, Westlawn Cup Day was first-class fun.
"It's a wonderful day - the kids have all had a ball," he said.
"Sometimes you can't afford to do stuff like this so it's great Westlawn has put this on to support the community."
Westlawn Finance Manager Helen Commerford praised the weather, which she said couldn't have been any better.
"People have been coming up to me all afternoon telling me how much they are enjoying themselves," she said.
Residents from Whiddon Group Aged Care in Grafton enjoyed a picnic under the marquee, including Wendy Richards who had never been to the races before.
"It's really good, I like watching all the fashions," she said.
"I had a bet on a trifecta but I didn't win."
The next major event on the July Racing Carnival calendar is Black Auto South Grafton Cup Day on Sunday with the launch of Grafton Shoppingworld's Fashions on the Field.
Grafton Shoppingworld marketing assistant Chrystal Campbell flagged the day as one of the highlights.
"We have a great line up of judges this year including special guest judge Brooke McClymont, 2013 Lady of the Carnival Emma Binns, Leisa Connell from Black Toyota and Kelle Murphy from Grafton Shoppingworld," Ms Campbell said.
Fashionistas will compete for the coveted title of Beaches @ Grafton 2014 Lady of the Carnival, Jacqui's Shoe Boutique Millinery Award, and LOWES Most Stylish Couple.