A disastrous lead-in campaign that threatened to derail trainer Chris Waller's best-laid spring plans for Manzoice came together when it mattered as the colt scored a stunning Victoria Derby win.

In a true staying performance, Manzoice was the last horse left standing as he overhauled New Zealand star Sharp 'N' Smart in the shadows of the famous Flemington winning post.

But it almost never happened as Manzoice struggled for form in a Derby build-up, plagued by poor barriers and waterlogged tracks in Sydney.

And it seemed Manzoice's spring luck had run out completely as he lost touch with the leaders heading into the straight with jockey Michael Dee looking for a way to get clear.

As Dee was trying to find the room he needed on his mount, the favourite Sharp 'N' Smart shot clear and was being hailed the winner.

But with Manzoice coming into his own the further he got into the race, he rallied brilliantly before reeling in Sharp 'N' Smart to score a half-length victory.

Aberfeldie Lad, a $101 chance, finished third, one-and-one-quarter lengths further back.

Manzoice was mostly ignored as a $21 chance but he carried the confidence of Australia's best stable into the race.

"It has been the plan all the way through and things haven't gone his way from wide draws and wet tracks," Waller's assistant trainer Charlie Duckworth said.

"But we stuck solid with the plan that we set out to do."

Dee, who teamed up with Waller to win the Caulfield Cup on Durston, said the race unfolded as he expected when the field settled.

But he thought his cause was a lost one as Sharp 'N' Smart set up what appeared to be a winning lead.