Three-year-old filly Shoals has upstaged her older rivals to win the Group One Myer Classic at Flemington.

Leading throughout under the weight-for-age conditions, Shoals ($4.80) held on bravely to beat Eckstein ($41) with Dixie Blossoms ($12) a fast-finishing third.

Shoals is trained by Anthony Freedman and was ridden by lightweight jockey Dean Yendall.

Credit: AAP