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Kneeling held on to win a thrilling Wangoom Handicap on day two of the Warrnambool Carnival.

Kneeling drove through from her inside barrier (1) to hold a handy position on the rails before continuing to progress along the rails to take a narrow lead approaching the home turn.

She pinched a break at the 200m and just lasted to score by the narrowest of margins.

Top weight Blackie (60kg) was last in the 11-horse field to the turn and then switched deep. He got a split a the 200m and came with a strong late finish to fail by only a nose for a game first-up second.

Magnus Reign raced three deep outside the leading pair, went to second at the 200m and kept battling on well for a good third.

Anlon was just past midfield, went wide at the turn and kept making ground in the straight for a good first-up fourth, beaten half a length.

Alpha Proxima was near last to the 600m, fanned wide rounding the turn and kept plugging on quite well for fifth while the favourite Don’t Get Excited missed the start, was last early, improved to be midfield between runners. He went to fourth coming to the turn but only battled on in the straight for sixth, beaten three and three quarter lengths.