UPDATED 8:56pm Michelle Payne has become the first female jockey to win the Melbourne Cup, riding Prince Of Penzance to an upset win in Australia's greatest race.

Starting at $101, Prince Of Penzance beat Irish stayer Max Dynamite after sprinting to the lead at the 200m.

Criterion, owned by Sir Owen Glenn, took third placing.

Payne says some of the owners wanted to kick her off the horse because she's a woman, but trainer Darren Weir and his team had faith in her.

"I just can't say how grateful I am to them, and I just want to say everyone else can get stuffed because they think women aren't strong enough."

Prince of Penzance was bred in Matamata at Rich Hill Stud.

Breeder John Thompson said it was a dream come true. 

"It was a big moment for the farms. We've been going 20 years and to have a Melbourne Cup winner on our CV is huge," he said.

Thompson said he he always knew the horse had potential.

He said the horse was confident, got on with his business and didn't do a lot wrong.

It was also the first time a Kiwi horse has won in eight years.

There are fears over the well-being of Red Cadeaux, which pulled up during the race and has been taken by horse ambulance to a local veterinary clinic.

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