School teacher Annalese Palmer and her children Poppy, 12, Finn, 11, and Oscar, 9, took out first prize in the family Fashions on the Field on Emirates Stakes Day, one of the most anticipated events of the Melbourne Cup Carnival.

Mrs Palmer, whose sister's family won the same category last year, said she was "shaking like a leaf" over the family's first time on stage and their rookie win.

"My sister had lots of tips to give to us," Mrs Palmer said.

She said the red, blue and white theme of the family's outfits was inspired by sister Cecelia's trip to Paris with her prize from last year's competition.

Mrs Palmer said not all the kids were initially keen to take part.

"Finn was not happy at all but he actually loved it," she said.

Poppy said she looked forward to returning to school on Monday something of a local celebrity.

"It's going to be so weird," she said.

Known as Family Day, Stakes Day attracted an expected 50,000 to Flemington under summery skies.

Andrew Noble had the task of shepherding his children Ashton, 8, and Gracie, 6, to Fashions on the Field as his wife, Hayley, is at home with the couple's newborn baby.

Mr Noble, of Eltham, said he had become interested in racing since meeting his wife at Flemington in 2008 when he stopped to help her when her car broke down.

Last year, Gracie won prizes including a TV and a helicopter ride in the junior girls competition.

Away from the stage, families and friends basked in the sunshine on the closing day of the Carnival, the first for its first female chairman, Amanda Elliott.

While celebrities were thin on the ground, actress Rachel Griffiths joined the crowd at Fashions on the Field, while the Rogue Traders closed out four days of live gigs at the Sensis marquee.

Attendance for Cup Day was slightly down this year, most likely due to the inclement weather.

But Ms Elliott said on Saturday crowd numbers had been better than forecast for the four days, despite the construction taking place on the main grandstand.

The $128-million redevelopment will be ready in time for next year's spring carnival. It includes a rooftop garden and restaurant zones that Ms Elliott hopes will make Flemington a year-round entertainment destination.

???