Michelle Payne became the first ever female jockey to win the Melbourne Cup today, but she has a message for all the chauvinists who said a woman couldn't do it - "get stuffed".

Payne stormed home on Prince Of Penzance, sweeping to the lead at the 200m before holding off a late challenge from Irish stayer Max Dynamite ($13).

The TAB had the horse at $101 fixed odds - making it the fourth horse in history to win the race at a $101 chance.

Jockey Michelle Payne riding Prince Of Penzance crosses the finish line to win the $6,000,000 Melbourne Cup race at Flemington Racecourse. (AAP)

Payne finished ahead of Max Dynamite and Criterion for Ballarat trainer Darren Weir.

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"I can't believe it, I actually had a really strong feeling I was going to win - but I said "oh, don't be stupid"," she told reporters after the race.

Payne celebrates after the victory. (Getty Images)

“Unbelievable. It’s a dream come true. So grateful to the owners and everyone."

But Payne also had a direct message to the chauvinists in the racing industry.

"I want to say to everyone else get stuffed because women can do anything and we can beat the world," she said.

Her brother Steven was her strapper for the race.

Michelle and Steven Payne at Derby Day. (AAP)

The win gives trainer Darren Weir his first ever Melbourne Cup victory, after placing second in 2005.

Weir has built a solid reputation over the past decade, today he said he was chuffed by the win.

"It's a lifetime dream come true, its an unbelievable thing to happen to anyone," he said.

"I kept saying to the owners it's hard enough to get into the race let alone to win it. Just enjoy the day and hope like hell we can run top 10."

Payne said she knew Prince Of Penzance could win as the field headed towards the home turn.

"From the 1000 (metres) everything just opened up," she said.

"I got onto the back of Trip To Paris, he took me into the race.

"I was actually clipping his heels, I was going that good but I didn't want to check him and then he just got into the straight and burst clear and it was unreal."

Japanese horse Fame Game was widely tipped to win, posting $5 odds late this morning.

English stayer Trip to Paris was also attracting the late money but came in fourth.

Gust Of Wind, the only mare in the race, was sixth.

Three-time-runner up Red Cadeaux, starting in his fifth Melbourne Cup, also pulled up distressed in the home straight . The horse was taken from the track in an ambulance.

There were earlier concerns about the condition of the track, but Flemington’s soggy section appeared to have firmed up.

After an inspection on Monday afternoon the part of the track from the rail to 10 metres out in the straight was rated a good (4) with the 10-14 metre section a soft (6).