UsherRihannachoachella.jpgSeth Browarnik/

A|X Armani Exchange and 944 Magazine hosted the second annual Neon Carnival in Palm Springs Saturday during the Coachella music festival.

Celebs like Paris and Nicky Hilton, Rihanna, Usher, Kellan Lutz and Kelly Osbourne enjoyed carnival games and thrill rides like bumper cars, kite runners and slides.

Coachella on a VIP pass ... must be nice!

Click through to check out pix of Kellan and Kelly ...