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 Prince of Arran.
The Charlie Appleby trained winner was piloted by Kerrin McEvoy in a ride that will long be remembered.
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.
There are reports it has 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 - niot 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."