Michelle Payne knew Prince of Penzance would transform her into a Melbourne Cup princess.

Country Victorian trainer Darren Weir thought the equal rank outsider had a realistic chance of finishing in the top 10, but his jockey was more hopeful.

"I had a feeling we were going to win the Melbourne Cup and I told Darren that and he laughed," Payne said.

Payne fought hard to become the first female jockey to win the Cup.

She confesses she drove Weir mad to keep the ride - saddling up for 23 of Prince of Penzance's 24 starts - as some of the owners wavered at times.

Despite her winning premonition, Payne could not believe it when she went over the line in the 155th running of the Cup.

"You don't need to have all the money in the world to win the greatest race in Australia and nearly the world," Payne said.

"This horse is $50,000 and he won a $6 million race.

"That's what racing's about - anybody can compete and anybody can win the big races."

Ballarat-based Weir was also pinching himself after winning his first Cup.

"It's just an amazing feeling and an absolute dream come true."

Was he happy an Australian trainer won the Cup given internationally-trained horses have taken it six times, mostly in the last decade?

"I'm happy it's remained in my hands anyway," the former horse breaker and farrier quipped.

"If it wasn't me I'd hope that it was someone else in Victoria or even in Australia that could win the Cup.

"To be able to compete with those people is great ... you've got to have a lot of luck and we've had a bit of luck."

Just as Payne struggled to get to the top in the male-dominated sport, Prince of Penzance has faced his own battles: two joint operations and major surgery for a twisted bowel caused by colic.

"He's been through the wars," Weir said.

"To think that he'd get back to this sort of level is amazing and a great feat for the horse."

It was a dream come true for Prince of Penzance's many owners, led by Sandy McGregor and John Richards.

"It's a Melbourne Cup for the true believers, this one," managing owner McGregor said.

Mark Hall, one of the 50 or more part-owners in the syndicate that owns half of the six-year-old, said it was a fairytale from the start.

"He wasn't given a chance, 100-1 and he's come out on top. What a story, fantastic."

But while the dreams of all those connected with Prince of Penzance came true, another Melbourne Cup fairytale story ended before the crowd of 101,105 at Flemington.

Three-time runner-up Red Cadeaux has run his last race after suffering a leg injury during his fifth attempt at the Melbourne Cup.