Flemington racecourse's usually loud and boisterous crowd was momentarily stunned into silence as Knight's Choice claimed the Melbourne Cup.
At 80-1 odds, there were just a select few punters at the finishing post celebrating jockey Robbie Dolan's win who then made a beeline for the betting ring to collect large prizes.
Mates James and Matis bet $3 between them on the race and collected a combined total of more than $500.
"(The bookie) did not look happy when we came to him," James said with a laugh.
Singer-songwriter Bob Geldof, model Liz Hurley and American socialite Nicky Hilton Rothschild were among celebrities in the exclusive Birdcage, with tickets to ultra luxe marquees strictly invitation-only.
Paris Olympic gold medalists Ariarne Titmus and Jessica Fox walked the red carpet among a rush of models, entertainers, athletes and business leaders.
Ms Hilton and Ms Hurley both wore matching hats and dresses in yellow, the colour of Melbourne Cup day.
Ronan Keating performed while soprano Greta Bradman, granddaughter of legendary Australian cricketer Sir Donald Bradman, sung the national anthem.
A record number of female jockeys and trainers contested the $8.5 million race, with Michelle Payne remaining the only woman to win on Prince Of Penzance in 2015.
Before the race Ms Payne, a cup carnival ambassador, said she was proud and hopeful for the future as a talented bunch of women jockeys were coming through.
Ms Titmus, also a carnival ambassador, said the record number demonstrated the rise of women in sport in Australia.
"I'm glad that a sport that through the decades has been male dominant for a lot of it, that we're now having women jump on board and play their role," she told AAP.
"It goes to show that you just don't have to be a man to be a great jockey."
The sun shone bright over the track for the race, as an estimated 90,000 strong crowd watched 23 horses gallop 3200 metres.
Racing fans Mario and Lyndsay Simon woke up at 4.30am to secure a spot right in front of the finishing post for what they described as "the greatest show on earth".
"It's so beautiful, the Melbourne Cup is the best I've ever seen in my life," Mr Simon said.
Fashion designer Kailea Keyes had always dreamed of making it to Flemington for what is one of the biggest events on the Australian fashion calendar and arrived early to soak up the atmosphere.
"I love the fashion and everything to do with the fashion, it's been on my bucket list for so long," she said.
Many punters are visiting the city for a short time by cruise, with self-proclaimed racing fanatic Brad Laidlaw, his partner and friends travelling from Yeppoon in Queensland.
"The girls, they love it, but they're probably more here for the fashion side of things, and we just love betting and drinking beers," Mr Laidlaw said with a grin.
Opposition to the cup has grown in recent years over animal welfare concerns with protesters staging a loud demonstration opposite the racecourse and holding a larger, separate event elsewhere.
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