Delta Blues, ridden by Yasunari Iwata, led home a one-two for Japanese trainer Katsuhiko Sumii in the Melbourne Cup.
Delta Blues held off Pop Rock to win by a short head
In a frantic final 200m, the 17-1 shot held off 5-1 joint-favourite Pop Rock by a short head to become only the third foreign horse to win the race.
The Australian Maybe Better came third at 5-1 with Zipping fourth.
Land'N Stars was the leading British challenger in fifth while Irish joint-favourite Yeats fell away in the latter stages to finish seventh.
Land'N Stars, a 200-1 chance trained by Jamie Poulton and ridden by John Egan, stormed down the home straight but could not catch the leaders.
The Luca Cumani-trained Glistening was 10th while Frankie Dettori could only manage 18th on Jamie Osborne's Geordieland, who suffered a bleeding problem during Australia's most famous race.
Another joint-favourite, Tawqeet, finished back in 19th with jockey Dwayne Dunn blaming a foot injury for the horse's poor display.
"Very happy, very happy," enthused Iwata, after he had maintained the edge over Pop Rock, ridden by Australian jockey Damien Oliver.
"I got to him," said Oliver, of the final stages, "but the other horse really fought when I came to him and he's just a bit more seasoned and a bit tougher than my horse."
"It's a fantastic day for Japan," Oliver added, "I'm full of admiration for the Japanese horses."
"Delta Blues is very strong, a champion," said trainer Sumii after becoming the first Asian trainer to land the race. "But Pop Rock is reaching his peak."
Yeats' jockey Kieren Fallon, riding in his first Melbourne Cup, said he was "disappointed" by the colt's performance and felt that the pace might have been a factor.
Iwata and Sumii celebrate victory
"It's very hard to get the tempo of the race right compared to how they run at home," said the Irishman.
The Melbourne Cup is known as "the race that stops a nation".
A crowd of 106,000 packed into the Flemington racecourse for the 146th running of the $A5m (£3m) contest with millions more watching on television.
An estimated A$140 million (£57m) in bets was staked on the outcome.
Emirates Melbourne Cup (Group One)
1 Delta Blues (Y Iwata) 17-1
2 Pop Rock (D Oliver) 5-1 jf
3 Maybe Better (C Munce) 9-1