Despite never winning beyond 2,400m going into the race, Verry Elleegant has secured the biggest win of her career with Melbourne Cup glory at Flemington.

Hot favourite Incentivise led in the straight, but was passed by the Chris Waller-trained horse, ridden by James McDonald, which won the $4.4 million first prize, with Spanish Mission in third.

The win was Verry Elleegant's 10th Group One win, including last year's Caulfield Cup. The mare had come third in last week's Cox Plate.

Incentivise had been going for his 10th straight race win, and started the race as the shortest-priced favourite since Phar Lap in 1930.

An emotional McDonald, who won his first Melbourne Cup, praised his mount for her ability.

"I love her to bits. She's been so good to me. They can safely say she's a champion now," he told Channel 10 after the race.

"She was relaxed the whole way. When I looked at the 600, I still just, just … I was blowing kisses to her the whole way. I don't know. I just can't believe what's just happened." 

The win was also the first Cup win for Waller, who has won a string of major races around Australia.

Talk before the race was whether Incentivise would stay the 3,200-metre distance.

Persan led early, and Incentivise found its way over to second spot, a couple off the fence, with Knights Order and Tralee Rose.

Grand Promenade and Spanish Mission were a little further back within striking distance.

Twilight Payment, who led all the way in a fast-run race in 2020, was unable to hold a spot at the front and went back in the field.  

Verry Elleegant settled midfield and was able to find a comfortable spot.

With 800m to run, the lead pair remained the same, with Persan leading Incentivise, but the favourite started to make its move heading into the straight.

Floating Artist, Verry Elleegant and Spanish Mission were all moving forward. By the 400m, Incentivise led from Floating Artist, but Verry Elleegant then burst to the front and by the 150m mark she went well clear.

McDonald brought her home by four lengths, with Incentivise second, Spanish Mission — who only was cleared to run in the Cup on Saturday after several vet inspections for a leg infection — in third place and Floating Artist in fourth. 

More to come.