Rank outsider Prince of Penzance made an incredible run to win the Melbourne Cup -- but it was the historic ride of jockey Michelle Payne that will mark the 2015 race in history.
Payne, 30, became the first female jockey in the history of the storied Cup to win, and did so after a strong ride aboard Darren Weir's 100-1 Prince of Penzance at Flemington on Tuesday.
"It's unbelievable," she said. "It's like a dream come true. This horse is awesome.
"Far out I didn't think he was that strong. He burst to the front and was powering to the line."
Payne had a strong message for her male critics after dominating the field.
"I just want to say to those who say women aren't strong enough: 'get stuffed'," she said.
"It's such a chauvinistic sport. I know some owners were keen to kick me off for instance."
Michelle Payne makes history with Prince of Penzance. (Picture: Getty Images)
"It's a very male dominated sport and people think we're not strong enough. It's not all about strength, it's getting the horse into a rhythm, it's getting the horse to try for you," Payne added.
"Hopefully [this win] will get more female jockeys more of a go."
Prince of Penzance came home strong with an incredible burst down the home straight to head Max Dynamite and Criterion across the line.
Michelle's brother Stevie was the strapper for trainer Weir's horse. They're the youngest members of the Payne racing family.
Heavy favourite Fame Game was a disappointment to connections and punters, finishing 13th in the 24-strong field.
Three-time runner-up Red Cadeaux did not finish the race and was taken to a trailer after suffering an injury.
It was only Payne's second Melbourne Cup ride, and her first since 2009 when she steered Bart Cummings horse Allez Wonder.
At 30 years old, she is the eighth of the 11 Payne siblings to chase a career in the saddle. She has ridden Prince of Penzance in almost every one of its rides.
Payne was the only female jockey in the race, but speaking to Fairfax Media, she said she was not perturbed by the male dominance in the race.
"To be honest I don't take a lot of notice of that," Payne said. "I've got a job to do and I just go out and do it. I don't let that influence me in any way.
"I really don't put a lot of emphasis on it. It might help other girls coming through with an opportunity in big races. Otherwise I really don't look at it any other way than that I'm a jockey and I'm doing my best."
After a clean jump from the barrier, Big Orange opened up the early lead and held it until the final turn.
The favourite Fame Game was never in the running, still behind the leaders by 20 lengths down the back straight.
Prince of Penzance spent most of the race on the fence, back 11 horses from the lead, but moved into the centre of the field as they headed to the final turn.
Prince of Penzance made its run from the middle on the final straight. (Picture: Getty Images)
Making her move on Penzance from the middle of a big bunch as the horses spread out coming down the final straight, Payne took her horse forward -- six wide down the middle -- getting to the front with 100m to the line.
Holding off Dynamite by just half a length with Criterion a close third, Payne got Prince of Penzance across the line in three minutes and 23 seconds in an historic win.
In another chapter of this great year for women in sport, Payne creates her own piece of history.