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The Queen Mum and Mama Middleton!

Duchess Kate's mother, Carole Middleton, arrived in a horse-drawn carriage as part of the royal procession with Queen Elizabeth on Thursday. The women braved the rain for Ladies Day, the third day of the Royal Ascot horse race. 

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Middleton, 56, looked classy and elegant in her champagne colored suit and matching hat. The Queen, 85, was also all smiles in her pink suit and matching pink top hat. 

Although Princesses Beatrice and Eugenie were in attendance, there was no sign of Duchess Kate, 29, or Prince William

Tell Us: Does Carole Middleton fit in with the royals?