The $101 outsider, trained by Darren Weir, stormed to the finish line to beat English stayer Max Dynamite, with Australian weight-for-age star Criterion finishing in third place.
The Ballarat-trained stayer is one of the longest priced winners in the 155-year history of the Melbourne Cup.
Payne, who has had a long association with the six-year-old horse, said she laid in bed the night before the race dreaming of winning the Cup.
"It's like a dream come true, this horse is awesome," Payne said after the race.