A cooler start to day two of the TAB May Racing Carnival did not deter racegoers.

Wednesday is traditionally a more relaxed day of racing, but ladies still dressed to impress, with fur and felt on trend.

When the weather turned rough, punters rushed to get out of the elements, seeking shelter under the trees and in the bars.

Braving the wind and rain were Raylene and Don Haig, Peter and Rosie Cunningham and Ron Cabble and Susan Richardson, who set up a picnic in the car park.

The seasoned racegoers and long-time friends from Sydney and Melbourne have been coming to the carnival for more than 25 years.

“We stay as a group in Port Fairy,” Mrs Haig said.

“We love the jumps and we want them to continue. We have a fabulous time and we always have fun. We come rain, hail or shine.”

The couples wander around the course and back to their picnic between each race.

Warrnambool’s Melinda Dawson and Mortlake’s Mandy Bellman arrived early on course, rugged up in coats and winter headwear.

Tomorrow the pair will be hoping for a win in the Grand Annual Steeplechase, as part owners of the Aaron Purcell trained Dhaafer.

Ms Dawson said she won’t be able to watch the race.

“I close my eyes and listen,” she said. “I get too nervous.”

Grassmere’s Stephanie Chambers, the Face of the Carnival in 2013, was trackside.

She attends all three days of the races and hasn’t missed a carnival since she was at school.

“It’s all about good racing, good fashion and good fun,” she said. “My brother Adam has a couple of horses in training, so it’s an added interest.”

Formerly from Ireland, but now calling Melbourne home, great mates Carol-Anne Brassil and Emma Maher enjoyed a drink in the members’ enclosure.

Ms Maher’s fiance is jumps jockey Paddy Flood, while Ms Brassil is engaged to flat jockey Jamie Mott.

Flood rode Valediction in Tuesday’s Brierly Steeplechase.

Ms Brassil is originally from County Clare, while Ms Maher is from County Waterford. 

The pair met and became friends in Melbourne.

Hamilton’s Simon Fitzpatrick enjoyed a day off work, attending the races in a bespoke steampunk outfit.

His metal goggles sat on his top hat and Mr Fitzpatrick said he purchased them from Victorian Gothic, an alternative fashion store in Fitzroy.

Geelong’s Jasmine Fitzgerald, formerly of Tower Hill, caught up with old friends.

“I just can’t wait to come down every year,” she said.

“It is a fantastic carnival.” Ms Fitzgerald wore a white dress with a fur capelet and striking headpiece.

Crossley’s Sally Mugavin and Cororooke’s Francis Albertella reckon the races are a chance to catch up.

Mrs Mugavin said she started coming with her mother-in-law Val Mugavin, who taught her how to bet.

Ms Albertella dressed warmly for the cool weather in leather pants from Florence.

She designed and made her own hat, which included an enamel 1920s disc feature.

“This would have to be one of the coldest carnivals we have ever had,” Mrs Mugavin said.

Adelaide’s Charles, 9, Harriet, 6, and Eddie Williams, 3, were among the best-dressed children on course.

Charles and Eddie sported bow ties and modern jackets, while Harriet had a felt hat and orange cardigan.

Their father, Bill Williams, said the children picked out their own outfit each day.

Mr Williams, a former jockey, won the Grand Annual in 2009 aboard Sir Pentire.

“I rode here every year for about 17 years,” he said. “It’s always a good meeting and a good crowd. We stay here for the week.”