Old friends caught up on the latest trackside information, new friendships were forged and the form-book amateurs mixed with the professionals for the final day of the TAB May Racing Carnival.

Warrnambool milliner Sharon Wilson designed her outfit around the Anzac Day centennial.

She wore a coat dress that featured poppy fabric panelling on the skirt.

Black and bronze Australian Military Forces buttons adorned the outfit and her specially-made headpiece included silver and aluminium poppies.

Mrs Wilson's great-grandfather was a prisoner of war in World War I and she said it was a special connection.

"I did lots of homework and looked at lots of photographs to create my look," she said.

"I went with aluminium poppies rather than the traditional red. Everything came together quite well."

Mrs Wilson said her outfit was completed at the last minute, after she had made 18 custom headpieces for other clients.

Warrnambool's Toby McCosh, mingling with friends, was stylishly dressed in a blue suit .

Mr McCosh said the races were a yearly event that he always attended.

"I like to have a punt and have a bet," he said.

"It's pretty unique with the three days and the jumps racing is exciting."

Adrian Oostermann was feeling the cold a bit more than most. The Queenslander was attending his first carnival with a group of friends and said it lived up to expectations.

"We go to a few carnivals around the place and Warrnambool was one we hadn't been to before so we thought we'd give it a go," he said. "It's fantastic. We'll be back next year for sure."

David and Yvonne Walton have been coming to the carnival for almost 30 years and say they have seen some memorable Grand Annual Steeplechases.

Mr Walton also uses the carnival to catch up with old school friend Baylee Rogers and said if it wasn't for the jumps racing, they wouldn't come.

"I just love it. My fondest memory is when one of Jim Houlahan's horses fell just before the last jump. They brought the screen out and everything. Next thing the horse was cantering down the straight," Mr Walton said.

"It's a story almost identical to Galleywood's, but no one ever talks about it."

You couldn't miss Dion Jansz, from Warrnambool, and Murray Baker, from Allansford, in the crowd .

The friends chose standout suits, with Mr Baker purchasing his in Melbourne, while Mr Jansz bought his on eBay.

Richmond's Michael McApline placed second in the men's fashions on the field competition for the third time with an autumn-inspired outfit, topped with a flat cap.

He said he was lucky to even make it trackside after a slow start to the morning.

"I caught the train down from Melbourne," he said.

"The driver from Geelong had slept in and then the signals didn't work before Colac."

rhoulihan@fairfaxmedia.com.au