MICHELLE PAYNE became the first female jockey to win the A$6.2m ($4.44m) Melbourne Cup on Tuesday as she rode rank outsider Prince of Penzance to a famous victory in Australia's richest and most prestigious race.

Jumping from barrier one, Payne bided her time until well into the final straight before pushing the 100-1 shot clear at the 200-metre mark and held off a charging Max Dynamite by three-quarters of a length.

Local stayer Criterion crossed the line third in the gruelling 3200-metre handicap at Flemington racecourse in front of a bumper crowd of 100,000 bathed in late spring sunshine.

Originally passed over at a yearling sale in New Zealand, Prince of Penzance was secured for $36,000 and brought to Australia to be prepared by local trainer Darren Weir.

The six-year-old gelding became only the fourth 100-1 chance to win the Melbourne Cup in its 155th running.

Thirty-year-old Payne felt the win was pre-ordained.

"I actually really had a strong feeling I was going to win but I thought 'ah, don't be stupid, it's the Melbourne Cup,'" Payne, the youngest of 10 children raised on a farm in rural Victoria state, said in a trackside interview.

"It turned out exactly how I thought it would.

"Everything just fell into place.

"To think that Darren Weir's given me a go and it's such a chauvinistic sport. I know some of the owners were keen to kick me off Prince [but co-owner] John Richards and Darren were really solid with me.

"I can't say how grateful I am to them and I just want to say that everyone else can get stuffed because they think women aren't strong enough but we just beat the world."