Jockey Kerrin McEvoy has won the Melbourne Cup for a third time and racing giant Sheikh Mohammed bin Rashid Al Maktoum has broken his Cup drought in a famous day of Australian racing at Flemington.
Cross Counter has won the 158th Melbourne Cup in a famous finish to the race that stops the nation.
The three-year-old gelding edged to a thrilling win ahead of Marmelo and A Prince of Arran to claim the $4 million prize as the winner of the $7.3 million, 3200m classic.
The Charlie Appleby-trained winner was piloted by McEvoy in a ride that will long be remembered.
Channel 7's Bruce McAvaney described McEvoy's ride to his third Melbourne Cup win as "historic".
The field opened up for Cross Counter down the straight as the leaders spread out across the width of the Flemington straight and the bay horse was able to get an open line around the outside of the field.
He had to do it tough, coming from right at the back of the pack as they burst onto the straight, before a scintillating dart through to the post.
The gelding had to fight it out with Marmelo in a sprint to the line, but showed the champion fighting spirit expected of a Melbourne Cup winner to claim the race by half a length.
The Cliffsofmoher pulled up lame as the field came past the post for the first time on the first lap and was not able to finish. It emerged after the race that the Irish horse had been euthanised.
Cross Counter's win is the first win by an English horse in the Melbourne Cup and is mega-stable Godolphin's first ever Melbourne Cup win.
Sheikh Mohammed bin Rashid Al Maktoum, owner of Godolphin, has tried for 20 years to win the great race and has now finally broken through.
The Ruler of Dubai, worth an estimated $US18 billion, had previously been branded the Melbourne Cup's biggest loser — not any more.
"This is all down to Sheik Mohammad," trainer Appleby told Seven after the race.
"He's the one that's given us the encouragement to take the chances in what we do and we have campaigned over here the last three years now and have been competitive but we have always learnt each trip what horse we felt was going to be needed on the big day.
"This is all to do with Sheik Mohammad and Godolphin, they are all family."
Victoria Racing Club chairwoman Amanda Elliot also paid congratulations to victorious Prime Minister of the United Arab Amirates.
"This year's winner, Cross Counter, is one of Mohammed bin Rashid Al Maktoum's," she said.
"He's tried to win this race for 26 years. There no-one who has put more horses into this race and this is his wonderful first win. I hope he's watching. We send him our best. And many, many congratulations."
There was drama earlier in the day as wet-specialist Magic Circle was drawn into favouritism on the back of heavy downpours and Flemington officials rating the track a Heavy 8. However, as the showers cleared and the track returned to a Soft 6, early fancy Yucatan reclaimed race favouritism with some bookmakers as the track continued to dry out following Race 6.