The 155th Melbourne Cup over 3200 metres at Flemington drew runners trained in Australia, England, Japan and Ireland. Japan's Fame Game, second in the spring Tenno Sho, had used the Caulfield Cup as his lead-up, and the Ascot Gold Cup winner Trip To Paris had been second to Mongolian Khan at Caulfield.
Red Cadeaux was back for a fifth Cup after three seconds. Criterion, runner-up to Winx in the Cox Plate, led the local challenge with the Moonee Valley Gold Cup winner The United States, the Bendigo Cup winner The Offer, and Gust Of Wind, who had beaten Winx in the Australian Oaks.
