Michelle Payne has become the first female jockey to win the Melbourne Cup, riding outsider Prince Of Penzance to victory at Flemington.

The $101 outsider, trained by Victorian Darren Weir, stormed to the finish line to beat English stayer Max Dynamite ($13) by half a length, with Australian weight-for-age star Criterion ($19) another one-and-a-quarter lengths back in third place.

Prince Of Penzance, from Weir's stables at Wangoom near Warrnambool, is one of the longest priced winners in the 155-year history of the Melbourne Cup.

Cup result Melbourne Cup 3,200m 1 PRINCE OF PENZANCE $101 T: Darren Weir J:Michelle Payne 2 MAX DYNAMITE $13 T: William Mullins J: Frankie Dettori 3 CRITERION $19 T: David Hayes & Tom Dabernig J: Michael Walker Margins: 1/2 len x 1 and 1/2 len Time: 3:23.15

Payne, who has had a long association with the six-year-old horse, said she had laid in bed the night before the race dreaming of winning the Cup.

"It's like a dream come true, this horse is awesome," Payne said after the race.

"What he has been through, unbelievable training to get him here like this today.

"This is everybody's dream as a jockey in Australia and now probably the world.

Sorry, this video has expired Michelle Payne becomes the first female jockey to win the Melbourne Cup

"I dreamt about it from when I was five years old."

A capacity 24-horse field contested the $6 million Cup in front of a huge crowd at Flemington racecourse.

Veteran galloper Red Cadeaux, who had ran second three times in the Cup, failed to finish the race and pulled up distressed.

Racing Victoria advised the 10-year-old stayer sustained a suspected fetlock injury and has been transferred to the University of Melbourne Veterinary Clinic at Werribee for further assessment.

Japanese stayer Fame Game started a warm favourite for the race ahead of Trip to Paris and Preferment. Fame Game was not suited by the slow pace in the race and finished in 13th place. Trip to Paris finished fourth.

Frankie Dettori, who rode Max Dynamite to second place, has been fined $20,000 and suspended for a month for careless riding in the Cup. Jamie Spencer, the rider of Big Orange, was suspended for 14 meetings.

Top weight Snow Sky was last of the 23 horses to cross the finish line.

Trainer was just hoping for top 10 finish

Great team ... Prince Of Penzance trainer Darren Weir and jockey Michelle Payne celebrate after winning the Melbourne Cup. ( AAP: David Crosling )

Weir said it was hard to believe that he had won Australia's greatest race and praised the ride of Payne.

"I say to the owners, it's hard enough to get into the race, let alone win it and just enjoy the day and hope like hell we can run top 10," Weir said.

"I thought the horse was in great shape and there wouldn't have been many horses that had better preparations than him.

"We did everything possible we could and we had him here in great shape. We thought we were realistically a top 10 chance."

It was easily the biggest win for Weir who has risen through the Victorian training ranks recently, and won the Victorian metropolitan trainers' premierships for the past two seasons.

Prince of Penzance jumped poorly and missed the start of the race but Payne never panicked.

She said the race opened up for her 1000 metres out and she had to hold her horse back so he did not hit the lead too early.

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

"He was actually pulling at the 600 and 700 metre-mark and Darren (Weir) had drilled into to me not to go too early," she said.

"I was trying to wait as long as I could but I had a full horse underneath me and he burst to the front."

Another key part of the team that prepared Pride of Penzance was Michelle's brother Steven, the horse's strapper who has been working for Weir for eight years.

Michelle and Steven are two of nine children in the Payne family who are all involved in the racing industry.

Steven, who has Down syndrome, was responsible for drawing Prince Of Penzance's number one barrier, and correctly predicted the horse would be "in front at 200 metres [to go]".

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