A trainer from the bush, a female rider and a broken down long-shot.

It sounds like a movie script or a fairytale, but it's how Australia's greatest race, the Melbourne Cup, played out at Flemington.

Michelle Payne created history as the first woman jockey to win the Cup, steering 100-1 chance Prince Of Penzance to a half length win, and surprising trainer Darren Weir who'd only hoped for a top 10 finish against the strong international field.

"I can't say how grateful I am (to the people who helped me), and I want to say to everyone else, get stuffed, because women can do anything and we can beat the world," Payne said.

"To think that Darren Weir has given me a go and it's such a chauvinistic sport, I know some of the owners were keen to kick me off, and (part-owner) John Richards and Darren (Weir) stuck strongly with me."

Although he is Melbourne's premier trainer, Weir operates out of stables closer to his country heart in Ballarat and Warrnambool.

"I started out wanting to win four Cups," Weir said.

"The Stawell Cup was first and I won that, the Ballarat Cup came next and then Swan Hill Cup and I won that.

"This was the fourth Cup I wanted to win. I don't think it's sunk in.

"(And) this horse has been through a lot. He's had two fetlock operations and a twisted bowel and he's made it back.

"He was set for the Moonee Valley Cup and when he ran well in that (second) we thought we'd bring him here and hope for a finish in the top 10."

Prince Of Penzance became only the fourth 100-1 chance to win the Melbourne Cup in its 155th running.

Payne, 30, had to push the six-year-old gelding after he came out of gate one slower than she would have liked but soon had him in a better than midfield position with English horse Big Orange leading the pack form Excess Knowledge.

In the run home, the gap opened up for Prince Of Penzance and Payne steered him through, avoiding trouble at the 350m mark when several horses were involved in a scrimmage.

Prince Of Penzance held off Irish horse Max Dynamite ($13) by half a length with Criterion ($19) another three-quarters of a length third.

Weir said he couldn't have taken Payne off.

"Michelle drove me mad about this horse," he said.

"She's ridden him in 23 of his 24 starts and travelled to country tracks just to ride him.

"She deserves it."

Payne, the youngest of 10 children raised on a farm in rural Victoria, felt the win was pre-ordained: "I actually really had a strong feeling I was going to win but I thought 'ah, don't be stupid, it's the Melbourne Cup.

"It turned out exactly how I thought it would."

The $5 favourite Fame Game from Japan, was a long way back in the pack and made up a few places to finish 13th.

Trip To Paris, the second favourite at $6, was a gallant fourth but his Ed Dunlop-trained stablemate Red Cadeaux didn't finish the race and the three-time runner-up was taken to the Werribee veterinary clinic with a suspected fetlock injury.