Hollywood was the theme on Melbourne Cup day with screen starlets Mischa Barton, Rose Byrne and Ashley Madekwe all making stunning arrivals.
Barton was the first to surface in the exclusive VIP Birdcage area, followed by Byrne and Madekwe.
Barton's appearance caught the paparazzi and guests in the Emirates marquee off-guard when she popped in 30 minutes early.
The O.C. star was expected at noon but instead walked through the Emirates marquee door at 11.30am.
The statuesque beauty towered over most of the guests as she paraded around the room wearing an Ellery-designed burgundy dress, a Philip Treacy hat and Louis Vuitton accessories.
Barton told reporters she was taken aback by the casual atmosphere inside the course compared to the times she has visited big race days in England.
"It's more laid back than I thought it would be and it's easier here," Barton told reporters.
"England is quite a big production and I really like it here, it's nice.
"This experience has been generally pretty laid back . . . everyone wants to have fun and have a nice day."
Barton is a guest of the Victorian Racing Club and their major sponsor Emirates.
It's her first visit to the Cup and, unlike Nicole Kidman who lasted only a few hours at Flemington on Saturday before dashing off to catch a plane back to France, Barton intends to utilise her time in Australia.
"I fly out in a few days from now," she said.
"I'll probably stay in Melbourne."
Byrne was a few minutes early for her photo call outside the Lexus marquee and said she's always liked having a bet on the Cup.
"It's my first time and I'm thrilled to be here.
"My father is a real punter and we're here (my father and sister) and we're having a bet."
Madekwe arrived at the Emirates marquee at 12.30pm although songstress Delta Goodrem was fashionably late for her appearance at the Swisse marquee.
Cricket legend Shane Warne was marquee hopping.
After having his photo taken in the home of vitamin giant Swisse, Warne popped next door to share a smoke on the deck of Crown marquee with billionaire James Packer.