The Spring Champion Stakes in Sydney was expected to prove the best form reference for the Group 1 Victoria Derby at Flemington.
Most pundits had pinned their faith in last week's Spring Champion victor Sharp 'N' Smart sending him out the $2.90 favourite in Saturday's 2500m Classic at Flemington.
But it was $21 outsider Manzoice, ridden by Michael Dee, that ran down the favourite to score a half-length win with Aberfeldie Boy ($101) a further 1-¼ lengths away third.
The win of Manzoice provided Chris Waller his second win in the Derby after Preferment won for the trainer in 2014.
The Derby victory was the second Group 1 feature of the Melbourne Spring Carnival for Dee who claimed the Caulfield Cup (2400m) aboard Durston, also trained by Waller, two weeks ago.
"If you said to me before this spring that I'd have two major Group 1's coming up, I'd probably laugh," Dee said.
"It is pretty surreal and hopefully it can continue."
Dee said Manzoice had to do it tough after buffeting mid-race.
"I was very happy early and then the tempo came out of the race," Dee said.
"It just got a bit tricky from the mile onwards when we were getting pushed around by horses inside and out. He's a big strong horse and he was able to buffet his way out and I always was confident he was going to be strong the last furlong too.
"It's unbelievable. I really have to thank Chris Waller and his team.
"Once again, he's presented this horse here in tip top shape."
Waller remained in Sydney for the Golden Eagle meeting at Rosehill and his assistant trainer Charlie Duckworth said it was a massive thrill for the stable to win the Derby.
Duckworth said the Derby had been in the planning for sometime, but wide draws and wet tracks had not helped Manzoice's cause.
"But we've stuck solid with the plan that we set out to do," Duckworth said.
"There's a Derby in different states but this is the first one and it's Derby Day.
"The race day is named after the race. It's the feature, it's the grand final and to pull it off is quite remarkable really."
"Coming hard & won the Derby!"