Jumping from barrier one, Payne bided her time until well into the final straight before pushing the 100-1 shot clear of the pack 200 metres from the line and held off a charging Max Dynamite by three-quarters of a length.
Criterion crossed the line third in the gruelling 3,200 metre handicap at Flemington racecourse.
"My sister Margaret and I both had a feeling we would win this race," Payne said in a trackside interview.
"It's such a chauvinistic sport, a lot of the owners wanted to kick me off.
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"Everyone else can get stuffed (who) think women aren't good enough."
(Editing by John O'Brien)
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