Makybe Diva outgunned Ireland's Vinnie Roe on Tuesday to become the first mare to win the Melbourne Cup twice.
1 Makybe Diva 13-5f
2 Vinnie Roe 5-1
3 Zazzman 100-1
24 ran. Dist: 1¼, 2½
The Australian-trained seven-year-old started a heavily backed 13-5 favourite to repeat her 2003 win and she did not let her supporters down.
Makybe Diva took over at the furlong pole in soft conditions to win Australia's most famous race, carrying a first prize of more than £1.1m.
Vinnie Roe was beaten by just over a length with 100-1 shot Zazzman third.
Ridden by Glen Boss, Makybe Diva settled in the rear early on under 8st 11lb before saving ground on the rail to set a weight-carrying record for a mare.
She gave trainer Lee Freedman a fourth victory in the Melbourne Cup after winning the race last year for David Hall.
"She's one of the greats. One of the greatest mares to race in this country to be able to do that," Freedman said.
Makybe Diva also became the fifth horse to win Australia's greatest race twice, after Archer, Peter Pan, Rain Lover and Think Big.
Topweight Vinnie Roe, starting 5-1 second favourite, was bidding to give trainer Dermot Weld a third win in the race but after charting a wide course and briefly hitting the front could not concede five pounds to the winner.
"It was probably the right decision to bring the horse, but the weight probably told in the end," Weld said.
"Makybe Diva would be competitive anywhere in Europe. Vinnie Roe ran a superb race and we might even be back next year."
British runners Distinction, Mamool and Razkalla were unplaced, as was Weld's other runner Media Puzzle, who won the race two years ago.
Frankie Dettori, who rode Mamool, had been hoping for another success after his Breeders' Cup Juvenile win on Wilko in Texas on Saturday night.
"Mamool just didn't stay," he admitted after the race.
"I was in a good position, I tracked Vinnie Roe but my horse just didn't finish it off."