Russian royalty, an international soccer star, Hollywood actors and a homegrown "socialite" with half her dress hacked off joined the glamour parade at Flemington.
But there was no upstaging the real stars of the day - the runners in the Melbourne Cup.
Some 100,000-plus racegoers who brought out their finest outfits, eskies, picnic rugs and tarps for their big day at the races.
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The fly-in, fly-out celebrity drawcards were on show for the paparazzi in Flemington's famous Birdcage.
American actor Adrian Grenier of Entourage fame switched marquee alliances at the 11th hour but insisted he was really here for the same reason as everyone else: the races.
"I'm here with a couple of buddies and we're hanging out," Grenier said.
"I'm enjoying the races, just like everyone else."
Pursuing his international football career has meant Socceroo Harry Kewell missed out on going to the Melbourne Cup with his mates, so on Tuesday he was soaking up the party atmosphere at his first Cup.
"I think it's just a great buzz. Everyone's excited," Kewell said.
His pregnant wife, English actress Sheree Murphy, was keeping more of an eye on the fashion than the horses, though the couple planned to have a bet - once they got a few tips.
"I think it's fabulous. The amount of people that have made an amazing effort with the hats and fashion and everything, it's brilliant," Murphy said.
Actress Nicoletta Romanoff, granddaughter of Russian prince Nicholas Romanov, was among those on a whirlwind trip Down Under for the race that stops the nation.
"It's great, it's fantastic. The women are all beautifully dressed up," Romanoff said.
"I love the hats, the colours."
Romanoff and Australian actors based in Los Angeles, Nicholas Bishop and Sharni Vinson, flew in to Melbourne for the day to make their celebrity appearances at the Cup.
Among the regular racegoers, eager types and veteran Cup attendees arrived early to grab prime position beside the final straight.
Michelle Wright of Melbourne has been coming to the Cup for 10 years and picked a spot right beside the finishing post.
"It's just fun," Ms Wright said of the Cup day experience.
"We put all our bets on yesterday so we don't have to line up."
Her friend Louise Rowson jumped on a bus from Adelaide to get to her first Cup after her Qantas flight was cancelled.
Melbourne Cup day is traditionally a chance day to dress with flair and make the strongest fashion statement.
Brynne Edelsten did what she does best - attract the photographers' attention - bursting out of a bright pink, barely there dress. She blamed a friend for chopping off part of the garment because it was long in the back.
Here's hoping her husband Geoffrey Edelsten's white suit with rhinestone collar, cuffs and tie doesn't catch on.
