Michelle Payne has become the first woman to ride a Melbourne Cup winner.

The jockey realised the dream when 100-1 New Zealand-bred outsider Prince of Penzance won the big race at Flemington on Tuesday.

Payne, whose family orginally came from New Zealand, rode a brilliant tactical race to upset the international raiders for Melbourne trainer Darren Weir.

Irish visitor Max Dynamite finished second for renowned trainer Willie Mullins and Criterion, owned by New Zealand millionaire Sir Owen Glenn, was third.