Prince of Penzance finishes ahead of Max Dynamite and Criterion, with Trip To Paris taking fourth.

Michelle Payne became the first ever woman jockey to win the Melbourne Cup when she pulled off a 100-1 shock to win Australia's greatest race aboard Prince of Penzance.

Its taken 155 years, but Payne, one of the youngest of the famous Payne racing family, has galloped into history with a stunning performance aboard the Darren Weir trained gelding..

"It's unbelievable I lay in bed last night...its the kind of thing you dream about it...its a dream come true, this horse, what he's been through, she said as she pulled up.

"Darren Weir is an unbelievable trainer to get him here today. They got him here in the best shape today...this is awesome.

"When I won on this horse as a three-year-old I felt he was a Melbourne Cup horse. Far out, I didn't think he would be that strong. He just burst to the front and he was powering to the line."

While today's race was a triumph, three-time runner-up Red Cadeaux has been injured in the Melbourne Cup.

"This is everybody's dream as a jockey in Australia and now probably the world. And I dreamt about it from when I was five years old and there is an interview from my school friends, they were teasing me about, when I was about seven, and I said, "I'm going to win the Melbourne Cup" and they always give me a bit of grief about it and I can't believe we've done it. 

"I was lying in bed last night and I thought about what it would be like if I was talking to you after this race. 

"When I wanted this horse as a three-year-old, he won here and I thought this is a Melbourne Cup horse and he just felt like he would run the two mile out that strong but far out, I didn't think he'd be that strong. He was still towing me into the straight. He just burst to the front and he was powering through, it's just unbelievable." 

Payne was full of praise for the team around her and said she was surprised by how good a run she got. 

"It's just unreal that we're here today you know," Payne said. "Coming down the straight the first time he became a bit steady I had to give him a bit of a dig which I didn't want to do, but I had to hold up my spot where I wanted to be.

"We travelled quite strong the whole way, he didn't get to rest, but he was still in a rhythm and from the 100 everything opened up. I got onto the back of Trip To Paris, she took me into the race; I was actually clipping his heels I was going that good. Then he got into the straight and he burst clear, it was unreal."