PHOTOS: The many hats worn at Melbourne Cup

From ladies fashion hats, fresh floral hats and crazy headpieces – Melbourne Cup, saw it all.

Sports Illustrated swimsuit model Kate Upton sizzled in a very low-cut, figure-hugging red dress.

And the matching fascinator hat suited her to the T.

Favourite Fiorente prevailed in a furious sprint down the final straight to fend off British stayer Red Cadeaux and win the A$6 million ($6.43 million) Melbourne Cup at Flemington Racecourse on Tuesday.

Runner-up to Green Moon last year, Fiorente enjoyed a perfect ride from jockey Damien Oliver, who timed the six-year-old's run to perfection to seal one of the world's richest races by three-quarters of a length under brilliant sunshine.

The win in the gruelling two-mile handicap was sweet redemption for three-time winner Oliver, who a year ago was embroiled in scandal amid an illegal betting probe.

Oliver returned to racing after a 10-month ban for betting on a rival horse, and delivered trainer Gai Waterhouse, the grand dame of Australian racing, her maiden Melbourne Cup after heartbreak last year and from two previous runner-up finishes with Te Akau Nick in 1993 and Nothin Leica Dane in 1995.

"Gai was one of the first people to get behind me when I came back," an emotional Oliver, who rode 1995 winner Doriemus and Media Puzzle in 2002, said trackside.

"There's a lot of emotion going through my body right now."

Waterhouse hailed Oliver's ride which saw the Irish import, backed into 6-1, edge ahead of the Ed Dunlop-trained Red Cadeaux in the final 100 metres in front of a heaving crowd of more than 100,000.

"Didn't he ride him a treat?" a glowing Waterhouse said trackside. "He got back to 12th, it was a well-run race, and then he just kept trekking up and trekking up.

"It's a dream come true. Isn't it nice to have a favourite that can do that? Now I have to do it again, haven't I?"

Starting on barrier 23 in the 24-horse field, eight-year-old gelding Red Cadeaux was rated a 60-1 chance but was a gallant runner-up.

The ride will be little consolation for trainer Dunlop, who missed out on a first Melbourne Cup for Britain when Red Cadeaux was beaten in a photo finish by Dunaden in 2011.

The Luca Cumani-prepared Mount Athos came in third in the 153rd running of the gruelling handicap, leaving the renowned trainer still chasing a first win in Australia's most coveted trophy after eight attempts.

Last year's race was plunged into scandal when stewards allowed Oliver to ride 2010 winner Americain despite an illegal betting probe into the jockey.

Tuesday's running also threatened to spiral into controversy when stewards probed race-day treatments to Dunaden and Waterhouse-trained Tres Blue.

French stayer Dunaden was treated for an ulcer while Tres Blue had treatment for an irritated hoof. The horses were cleared to race but stewards will hold an inquiry later into both horses' stables later this week.