MELBOURNE Cup: How they finished in 2015

LONG shot Prince of Penzance has pulled off a Melbourne Cup boilover at Flemington, with jockey Michelle Payne becoming the first female to salute in Australia's biggest race.

The $86 outsider, trained by Darren Weir, stormed to the finish line to beat English stayer Max Dynamite, with Australian weight-for-age star Criterion finishing in third place.

The success was also a first Cup for champion Victorian trainer Weir.

Payne is the youngest of 10 children whose family is steeped in racing.

Her brother Patrick was a Cox Plate-winning jockey, while her brother Stevie was the strapper for the horse and picked barrier one.

Payne was having her second ride in the great race.

Her only other ride was aboard Allez Wonder who finished 16th in 2009.

Payne said it was a dream come true to win the Cup.

"I lay in bed last night and I gave my chances, and I had time to think and dream about it and I imagined myself talking to Channel 7 after this race - unbelievable," she said.

"It's like a dream come true. This horse is awesome.

"What he has been through, unbelievable training to get him here like this today.

"When I won on 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 miles that strong but, far out, I didn't think he would be that strong.

"He was still towing me into the straight and when he let go, Darren said to count to 10 and I was trying to count, but I didn't count, I was just hoping it was long enough and he just burst to the front and he was powering through the line. That is just unbelievable."

HOW THEY FINISHED

1. Prince of Penzance

2. Max Dynamite

3. Criterion

4. Trip To Paris

5. Big Orange

6. Gust Of Wind

7. Excess Knowledge

8. The Offer

9. Quest For More

10. Our Ivanhowe

11. Who Shot Thebarman

12. Sertorius

13. Fame Game

14. The United States

15. Hartnell

16. Bondi Beach

17. Hokko Brave

18. Almoonqith

19. Kingfisher

20. Preferment

21. Grand Marshal

22. Sky Hunter

23. Snow Sky

24. Red Cadeaux (Pulled up)