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While the horses go head to head on the track at Flemington on Tuesday, the real competition is taking place trackside as Australia's A-listers battle it out in the sartorial stakes.

On Tuesday morning, the nation's celebrities braved the dreary weather and stormed the race course in a sea of form-fitting designer dresses, on-trend pant suits, eye-popping fascinators and towering heels. 

And while many in the Birdcage stunned in their carefully chosen creations, others captured the attention of onlookers for all the wrong reasons. 

From Rebecca Harding's unusual brown dress to Jodi Anasta's space-inspired look, here FEMAIL looks at some of the more questionable fashion to grace Flemington. 

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Model and PR rep Rebecca Harding, who also happens to be dating comedian Andy Lee, went for a monochromatic look with a tan dress and bow (left) while Mavoumee Hazel opted for a period piece (right)

Model and PR rep Rebecca Harding, who also happens to be dating comedian Andy Lee, went for a monochromatic look with a tan dress and hair bow.

But sadly despite the dress flattering her figure, the neutral colour choice washed her out and the frock's racy hemline pushed the boundaries when it comes to the track's strict style protocol. 

Mother-of-two Megan Gale stepped out in a custom headpiece by Stephanie Spencer, a dewy makeup look by professional artist Chantelle Baker and a black and gold chiffon dress.

However for a day all about bold, bright colours and spring-themed festivities, the dark look fell flat and failed to accentuate the model's famous curves.   

Mother-of-two Megan Gale stepped out in a custom headpiece by Stephanie Spencer, a dewy makeup look by professional artist Chantelle Baker and a black and gold chiffon dress - but the dark look was an unusual choice for such a colourful day  

Her stunning figure was overwhelmed by the sleeves, which extended from her neck right down to her wrists (pictured with Kate Waterhouse)

Former Minister for Foreign Affairs Julie Bishop's attempt at a floral-inspired gown missed the mark with a witch-like black fascinator that hid her ageless face from view

Former Minister for Foreign Affairs Julie Bishop's attempt at a floral-inspired gown also missed the mark with a witch-like black fascinator that hid her face from view.

The svelte politician, who is known for her bold headpiece choices, attended the Cup with her long-standing partner David Panton, who was wearing a blue suit and eccentric gold tie. 

Jockey and previous winner of the Melbourne Cup, Michelle Payne, shone brightly in a Versace-inspired dress and silk turban-esque headband.

And while the look certainly helped her stand out from the crowd, it also worked against her petite frame, with swathes of fabric hiding her gorgeous figure.

Jockey and previous winner at the Melbourne Cup, Michelle Payne, (left) shone brightly in a Versace-inspired dress and silk turban-esque headband while Lara Worthington (right) channelled her inner French girl

Jodie Anasta took the 'space odyssey' theme of the G.H. Mumm marquee literally when she wore a sequin silver ensemble (left) and DJ Havana Brown dressed as a glass bottle of Fanta (right)

Rachel Griffiths' hat swamped her smaller frame, with a collection of varied colours and prints clashing at the Cup

Lara Worthington's usual understated glamour and flair momentarily fell awry with a bohemian dress and low black belt, with cut-outs at the side of her hip region.

And Jodie Anasta took the 'space odyssey' theme of the G.H. Mumm marquee literally when she wore a sequin silver ensemble.

Those that managed to secure a place on the best dressed lists included actresses Nathalie Kelly and Olivia Rogers, The Block winner Elyse Knowles and The Bachelor's Anna Heinrich.

The Melbourne Cup race took place at 3pm AEST and saw Cross Counter come away with the win.