Payne becomes first female jockey to win Melbourne Cup

Michelle Payne became the first female jockey to win Australia's 154-year-old Melbourne Cup when she rode 100-1 outsider Prince of Penzance to victory at Flemington on Tuesday.

In a driving finish, Prince of Penzance powered home to hold off Ireland's Max Dynamite with Criterion third for a shock win ahead of a star-studded field.

"Unbelievable, it’s like a dream come true. This horse is awesome," Payne said moments after her historic win.

Payne and the locally trained Prince of Penzance upstaged an 11-strong international contingent trained by some of the greatest names in world racing.

The six-year-old gelding came into Australia's biggest race without fanfare despite winning one of the lead-up races, the Moonee Valley Gold Cup, over a week ago.

Payne said she knew Prince Of Penzance, only the fourth horse to win the race as a 100-1 long shot, was going to challenge as they headed towards the home turn.

"From the 1,000 (metres) everything just opened up," she said. "I got onto the back of Trip To Paris, he took me into the race.

"I was actually clipping his heels, I was going that good but I didn't want to check him and then he just got into the straight and burst clear and it was unreal."

Caption : Michelle Payne is the first woman to ride a Cup winner (Photo : Joe Armao)