British stayer Cross Counter won the 158th running of the Melbourne Cup, handing the powerful Godolphin stable a first win in Australia's most famous horse race after 20 years of frustration.
The Charlie Appleby-trained gelding stormed down the straight from the outside to haul in runner-up and last year's favourite Marmelo, with A Prince of Arran coming third in the A$7.3 million (nearly $NZ8 million) handicap at Flemington racecourse.
Jockey Kerrin McEvoy celebrated his third win in the two-mile race, drawing level with active jockeys Damien Oliver and Glen Boss. Only Bobby Lewis and Harry White have won more with four victories apiece.
It was a relief for McEvoy, who was blocked when Aidan O'Brien-trained Cliffsofmoher pulled up lame early in the race.
"We were lucky, terrible with that horse breaking down," McEvoy said from the back of the four-year-old.
"We were lucky to get through. Oh what a thrill, mate. I was back a bit further than I wanted but I knew I was full of running.
"At 400, I had to go my own way and I was full of running."
Godolphin's owner, Dubai ruler Sheikh Mohammed bin Rashid al-Maktoum, had spent a fortune sending horses to the "race that stops a nation" over two decades and now tastes victory after linking up with Newmarket trainer Appleby.
"I'm absolutely delighted. This is everybody's dream," said Appleby, who also prepared Epsom Derby winner Masar. "It's not sunk in yet.
"This is all down to Sheikh Mohammed. He's the one who's encouraged us to take the chances in what we do internationally.
"Coming into today, this horse ticked a lot of boxes.
"Kerrin, I'm just delighted, that was some ride. I knew that if he found the gaps, this horse has got the gears to pick up."
Favourite Yucatan, prepared by O'Brien, finished 11th, with the Irishman's other entrant Rostropovich fifth in a disappointing race for the master trainer.
Sir Charles Road trainer by New Zealander Lance O'Sullivan was seventh, New Zealand bred Zacada was 13th and Who Shot Thebarman was 17th.
The British horse The Cliffsofmoher was put down after he fractured his shoulder as it went past the post the first time.