She's one fine filly! Kate Upton sizzles in a VERY low-cut scarlet frock as she spices up the Emirates tent at the 2013 Melbourne Cup

PUBLISHED: 04:47, 5 November 2013 | UPDATED: 08:17, 5 November 2013

She was invited as a special guest by the Victorian Racing Club and Emirates airlines to attend the 2013 Melbourne Cup.

And Kate Upton certainly made herself known as she graced the Birdcage at Flemington Race Course on Tuesday.

The 21-year-old sizzled in a very low-cut scarlet frock with a matching fascinator hat adorned with black roses and netting.

She's one fine filly! Kate Upton sizzled in a very low-cut scarlet frock as she attended the 2013 Melbourne Cup in Flemington, Melbourne, Australia on Tuesday

The blonde beauty teamed the attire with a pair of Alexander McQueen heels featuring tiny skulls on the toes and wore no accessories.

The Sports Illustrated supermodel wore minimal make-up and had her flaxen locks up in a loose up do.

With her new boyfriend Maksim Chmerkovskiy in Los Angeles with Dancing With The Stars commitments, Kate attended the event solo.

But as she sat in the VIP area with other celebrities guests, she seemed to had befriended Australian Rules Football player, Lance 'Buddy' Franklin.

Flawless: The 21-year-old teamed her dress with a matching fascinator hat adorned with black roses and netting

New pal: Kate made a new friend in the form of Australian Rules footballer Buddy Franklin

The pair were seen chatting and laughing as the sportsman, who has just recently started dating Australian model Jesinta Campbell, also went through his racing form guide.

Later the pair posed with the Melbourne Cup together, with Kate putting on her best camera ready smile.

Meanwhile, Dita Von Teese stood out in a bright white two-piece suit adorned with a simply stunning orchid design.

What would Maksim think? The supermodel cuddled up to the sportsman as they posed for pictures

Be careful! The blonde beauty showed off considerable cleavage in her revealing attire

There she is! Kate waved to the cameras as she sat next to her new footballer friend

The faux foliage also extended to her elaborate hat and the pink from the flower in her low-cut bustier.

Dita continued the colour themes in her footwear, wearing white stilettos on her feet and clutching a bag in magenta pink.

The burlesque queen was spotted in the Myer marquee, where press and fellow attendees were eager to get a snap of the 41-year-old raven-haired star.

Lady in red: Despite posing against a red backdrop on the step and repeat, Kate still stood out in her racy red frock

The race that stops the nation: Kate and Buddy were among 100,000 who watched the race at the Flemington Race Course

Canadian fashion model Coco Rocha also turned heads in an abstract oriental-style dress featuring a floral print.

She teamed the look with a black fascinator similar to Kate's and a pair of matching heels.

Also wearing red was former Miss Universe Jennifer Hawkins, who went for a more demure style of scarlet dress.

DitFlocking to her: The burlesque queen was spotted in the Myer marquee, where press and fellow attendees were eager to get a snap of the 41-year-old raven-haired star

Blooming beautiful: Meanwhile, Dita Von Teese stood out in a bright white two-piece suit adorned with a simply stunning orchid design

Flawless: As always, Dita's hair, make-up and accessories were flawless

Flocking to her: The burlesque queen was spotted in the Myer marquee, where press and fellow attendees were eager to get a snap of the 41-year-old raven-haired star

The 29-year-old displayed her trim frame in the one-shouldered mid-length frock pairing it with a lace crown-style fascinator and red heels.

The 5'10 model posed with fellow Myer Ambassador and Danni Minogue's ex-Kris Smith, who was dapper in a pinstripe suit.

The 29-year-old male model was also joined in the private marquee by his new girlfriend Maddy King, with the couple sharing a tender kiss as they enjoyed watching the race.

Abstract: Canadian fashion model Coco Rocha also turned heads in an abstract oriental-style dress featuring a floral print

Similar style: She teamed the look with a black fascinator similar to Kate's

Firm friends: Coco and Dita posed together for an Instagram snap

Over 100,000 racegoers attended Emirates Melbourne Cup Day at Flemington, held annually on the first Tuesday in November, with the race that stops a nation running at 3pm.

Nine internationally trained horses vyed for the $6.2 million AUD in prize money on offer in the world's richest handicap, although it was Fiorente, trained by the first lady of racing Gai Waterhouse, who took the cup.