The bold and the beautiful lit up Flemington in the fashion stakes on Melbourne Cup day, with American swimwear model Kate Upton and AFL star Lance `'Buddy'' Franklin causing a stir.
Reds, tangerines and bright yellows popped in a crowd of about 100,000 people, who enjoyed a summery Cup.
Upton and Australian beauty Jennifer Hawkins chose fiery red numbers by Antonio Berardi and Yeojin Bae, respectively.
Franklin sat next to Upton on the Emirates balcony, and the pair set tongues wagging as they chatted and laughed.
The Sports Illustrated cover girl, who showed off her figure in a plunging red dress, said it was her first Melbourne Cup.
"I have been enjoying myself. It's so great here with the fashion and the horses," Upton said.
Former Spice Girl and Australia's Got Talent judge Geri Halliwell selected a vintage cream lacy dress for her outfit.
She won about $3500 after betting $500 on Fiorente, vowing to give the money to a Melbourne charity rather than splash out on a new pair of shoes.
"The only reason why I went for this one is because the lady that I'm staying at her house is Gai Waterhouse.
"Apparently she is the girl power of horse training."
US burlesque star Dita Von Teese and Bon Jovi guitarist Richie Sambora were also among celebrity guests to enjoy the Birdcage.
The crowd at the track was relatively well behaved, with only three arrests and 86 evictions by late afternoon.
Ciara Wallace, of Dublin, enjoyed her second Melbourne Cup with a picnic on the lawn.
"It's a brilliant day. The sun is shining and we are all having a crack," she said.
"The whole of Victoria gets into the buzz of the Melbourne Cup - that's what makes the Melbourne Cup."
Cleaner Emma Brasser, who was working a 13-hour shift, said the crowd was generally well behaved - so far.
"I haven't had any calls for throw ups yet, so I'm doing pretty well."
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