A sheikh who has already won Australia's two biggest Cups added a Mackinnon Stakes to the list, with Side Glance taking out the weight-for-age feature at Flemington.

Sheikh Fahad Al Thani of Qatar, owner of 2011 Melbourne Cup and 2012 Caulfield Cup winner Dunaden, was at Flemington on Saturday as the Andrew Balding-trained Side Glance fended off his rivals in the $1 million 2000m race on the back of a well-judged Jamie Spencer ride.

The UK-based Spencer was having his first ride at Flemington and ranked the thrill of a Derby Day Group One win "right up there" with any of his career.

Spencer allowed Side Glance to slide forward after the pace slackened early in the race and the horse, backing up from last Saturday's Cox Plate, kicked strongly in the straight to defeat Melbourne Cup-bound Dear Demi.

"It's my first ride at Flemington and it's a big thrill," Spencer said.

"It ranks right up there, because it is just so different."

Side Glance had over-raced in the Cox Plate last week, finishing out of the placings, but with the freshness out of him on the quick back-up, he put his best foot forward.

The victory was also special for Balding and he praised Spencer's ride.

"Jamie has always got on well with the horse. I was thrilled he could ride him today and he gave him a beautiful ride," Balding said.

"He has taken the bull by the horns and just done everything right.

"My concern was running so soon after the Cox Plate. We're not used to it in Europe, but it obviously did the job to switch him off a bit."

Side Glance ($12) had three-quarters of a length to spare on the line over Dear Demi ($11), which turned in an eye-catching Melbourne Cup trial, finishing strongly along the inside.

Moriarty ($17) was another half-head away third, while import Jet Away's Melbourne Cup hopes were dashed as the $3 favourite finished sixth.

Balding said Side Glance, which was third in the Arlington Million in Chicago and fourth in this year's Dubai World Cup, was getting better with age and deserved to get a Group One.

"It's a big thrill on such a big day as this to get a Group One winner. It's fantastic and great credit to the team," Balding said.

"He was bred by my mother, so he's become a favourite of ours and this is his first Group One win, so it's very special."

Dear Demi trainer Clarry Conners said he was looking forward to Tuesday's Cup.

"She hasn't got that zip, but that's why I think she will be very competitive in the (Melbourne) Cup," he said.