Protesters outside the Melbourne Cup held anti-cruelty placards but organisers also put on live music, costumes, and a "human race" because they know people want to party.
The Coalition for the Protection of Racehorses organised the protest outside Flemington racecourse amid the bustle of the "race that stops the nation".
"Cup day is a very socially ingrained day where people have parties. We did a protest on the course the other day but on Cup day it's important to offer an alternative event for people," coalition spokeswoman Kristin Leigh told AAP on Tuesday.
"It is a public holiday and everyone gathers, they might not want to protest but they want to party, so we wanted to show that it's possible to do that without engaging in animal abuse".
While some of the protesters enjoyed the music and ate at the marquees set up outside the course, a small group gathered along the road holding placards proclaiming "horse racing kills" and "jumps racing: legalised cruelty".
Ms Leigh estimated they had raised about $3000 from merchandise sales during the event.
Samantha MacMillen, a protester from the Mornington Peninsula, said she wanted to raise aware awareness against the pain inflicted on horses.
A "human horse race" was run at the same time as the official Melbourne Cup main event.
Rohan, who declined to give his surname, ran in the race and was also part of last week's violent clashes with Victoria Police at a mining conference. He said it was a relief to be part of a more cheerful demonstration.
"Nobody has been brutalised here", he said.
A Victoria Police officer told AAP everyone had "behaved".
This is not the first time people concerned about the treatment of racehorses have picketed the $8 million event.
Metro Trains and Victoria Police had expressed their concern about possible incidents and spent $100,000 to tighten security for the race and help people arrive there smoothly.
More than 1000 extra train services ran to and from the racecourse during the Melbourne Cup Carnival, one every four minutes during peak travel times.
Victoria Police arrested six people at Flemington racecourse on Tuesday - four for being drunk one for drug possession, and one on an outstanding warrant.
State and federal police will also investigate a drone that was seized due to unauthorised entry into airspace.
Australian Associated Press