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Verry Elleegant has won the Melbourne Cup, beating Incentivise and Spanish Mission in the $8 million race at Flemington.

The genius of a master trainer and the brilliance of her jockey have elevated Verry Elleegant to champion racehorse status after a stunning Melbourne Cup win.

Verry Elleegant became the first mare since the legendary Makybe Diva in 2005 and the 14th overall to win Australia's most-celebrated race.

And she did it in a way that confirmed Chris Waller's reputation as a trainer without equal and James McDonald as a jockey that is as gifted as any rider in the world.

Famous for engineering the record-breaking exploits of Winx, Waller claimed his first Melbourne Cup win as Verry Elleegant beat Incentivise and the UK stayer Spanish Mission.

If Winx shaped Waller as a trainer, Verry Elleegant has helped the former New Zealander, who runs stables in Sydney, Melbourne and Brisbane, seal a decade of excellence in Australian racing.

"(Winx) took everything to a different level altogether," Waller told Network Ten.

"She probably made me as a person and gave me the confidence."

Waller now has in his possession one of Australian sport's most prized trophies to go alongside Winx's four Cox Plates.

He launched Verry Elleegant's Cup bid from this year's Cox Plate when she ran third but not before waiting until the 11th hour to add the reigning Australian horse of the year to his Flemington team.

Verry Elleegant finished seventh in last year's race and Waller's decision to try his luck again handed McDonald a Cup lifeline.

McDonald was set to ride Away He Goes before the UK horse was scratched, allowing him reunite with one of his favourite horses.

"I love her to bits. She's been so good to me. They can safely say she's a champion now," McDonald said.

Starting an $18 chance, Verry Elleegant swooped on the short-priced favourite Incentivise ($2.90) at the 200 metres and raced away for a four-length win.

Incentivise, who was momentarily hailed the winner at the top of the straight, held on for second with Spanish Mission ($10) a long neck away third.

McDonald had Verry Elleegant positioned midfield with cover and followed Spanish Mission into the race.

Her turn of foot put paid to Spanish Mission and she sustained the sprint to sweep past Incentivise.

"It was the longest 200 metres of my life," McDonald said.

"I've seen Incentivise fight so hard. So I knew once he was covered, although it was a fair way to the post, I was hoping that it would come up with our nose in front."

Incentivise went down swining as the Caulfield Cup winner was trying to stretch a winning sequence to 10 races.

"It was a courageous effort," jockey Brett Prebble said.

"His first time to this trip and it took a champion to beat him."

Craig Williams had nothing but admiration for Spanish Mission after the English stayer took Verry Elleegant into the contest.

"When Verry Elleegant came around me, she was towing. My horse did a really good job and was fighting it out for second," Williams said.

Last year's winner, the Irish-trained Twilight Payment, was ridden from midfield and never raised hopes of back-to-back wins in finishing 11th of the 23 runners.

"He wasn't able to get into his usual role and at the halfway point he really struggled," jockey Jye McNeil said.

The Melbourne Cup was run in front of 10,000 fully-vaccinated racegoers after Victoria's coronavirus restrictions were lifted in time for reduced crowds during the spring carnival.