Estimating the numbers there, and on the steep hillside at the other end of the “straight six” at some 15,000 or 20,000 more, the folk who actually took part in the day’s sport can be set down at somewhere close on 130,000 souls. Thirty-two years previous to this, when Mentor was the hero of the day, the crowd was reckoned at 80,000—an increase of 50,000. And the question at once arises in the mind: “Where is it going to end?” Victoria, which used to be nicknamed “the cabbage garden” of the States, will, before very long, be re-christened “the workshop of Australia.” She has cheap electrical power at the very doors of her metropolis, and has already surveyed her city of the future with a view to providing accommodation for two millions. And will the growth of the city come to an end there? To what size may Melbourne grow during the coming fifty years? And when she has even her two million inhabitants, will there be room enough at Flemington to provide for the 200,000 at least who will find their way to the course on Cup day? The V.R.C. Committee has had something of this idea in front of it when it accepted the plans, during the last twelve months, for the reconstruction of the stands, lawns and saddling paddock. Let us take a survey of the course and its surroundings, and you will then appreciate what the famous race-ground has been, and what it is destined to become. If you stand upon the top of “The Hill,” you can take almost a bird’s-eye view of the arena and the features of the surrounding country. The ground which the V.R.C. received from the Government at a peppercorn rent, and additional land which they acquired subsequently by purchase, lies at the foot of, and on the north-eastern side of, a huge cup. This cup on the south side, that farthest away from the winning post and stands, has a large piece bitten out of it, and then resembles the teacup which Tenniel represents the Mad Hatter in “Alice in Wonderland,” carrying about in his hand. To the north-west, between the Flemington and the Footscray Hills, a considerable chip from the edge of the cup has also disappeared, and through the gap thus formed flow the sluggish waters of the Salt Water River.