Orica GreenEdge's Michael Matthews leads the Larry H Miller Tour Of Utah after a victory in the second stage.
The longest stage of the race saw 210.3kms from Panguitch to Torrey and had four King Of The Mountains climb.
The first climb came at Red Canyon and Michael Torckler, who had been one of the escapers on the first stage, took the four points on offer.
With 173kms remaining, Orica GreenEdge's Michael Hepburn along with Martin Wisemann, got clear and avoided a crash which saw MTN's Louis Meintjes abandon.
Hepburn took the Cannonville sprint as the gap went out to 3.30. The peloton including race leader Greg Van Avermaet of BMC were in no hurry to chase the duo down and by the time, Hepburn took the climb at Staircase, they were 5.45 clear.
Fu Shiu Cheung was the next rider to abandon whilst back on the road, Hepburn and Wisemann got further away, getting up to 6.15 clear when Hepburn took the second sprint at Escalante with 105.3kms to go.
Hepburn took the third climb to tie him on points in the King Of The Mountains Jersey competion but sat up leaving Wisemann to go on his own with 45kms to go.
Wisemann was soon caught and it was Andzs Flaksis who attacked on the final climb of the day at Boulder which was a category one climb and took the ten points.
Garmin's Ryder Hesjedal was one who chased down Flaksis on the descent with 20kms to go. Flaksis stayed away until 4.5kms to go when he was caught by the United Health Care team.
David Zabriskie tried to get away as there was a crash with one kilometre to go. Michael Matthews who finished second in the opening stage, came up and took the win ahead of Greg Van Avermaet in a time of 5.17.55.
With time bonuses, Matthews now leads the race.