Simon Clarke of Orica Green Edge moved into the leader's jersey after he won the second stage of the Jayco Sun Herald Tour in Australia.
Another warm day with a few crosswinds saw the riders on a 165km stage from Ballarat to Bendigo.
Fourteen riders including race leader Nathan Haas of Garmin Sharp, launched an early attack but before the first sprint of the day, the peloton was back together, allowing Jonathan Cantwell to take the first sprint of the day ahead of Drapac's Will Clarke and New Zealander Tom Scully.
Orica Green Edge's Simon Gerrans tried to escape with five other riders but the peloton were in no mood to let him stay away and the pace was increased to bring him and the other escapees back into the fold.
A new break of Cooper, Louder, Gillett, Hamilton, Asadov, Morton and Docker took over but they had not got far up the road when they were joined by ten riders in Wurf, Anderson, Carpenter, Simon Clarke, Haig, Boivin, Von Hoff, Sheppard, White and Norris to form a seventeen man break, who had a four minute lead with 47kms gone..
Drapac's Lachlan Norris got clear just long enough to take maximum points on the first climb of the day, ahead of King of the Mountains leader Thomas Hamilton of the Jayco Australia U23 team and Gillett.
Norris was back at the front again to take the three points at the second sprint, beating John Anderson of the Drepace team and Orica Green Edge's Mitch Docker.
This group of seventeen was 2.47 clear with 70kms now gone with a minute being knocked off that, some fifteen kilometres later.
On the final category one climb of the day, Simon Clarke, Cameron Wurf and Jack Haig from Bendigo were able to take to the front and were 1.05 clear with 25kms remaining.
Into the final three kilometres and their lead was still over a minute and that was enough for Orica Green Edge's Simon Clarke to take the win in 4.05.01, a second ahead of Cameron Wurf and Jack Haig and give Clarke the leader's jersey with an eight second lead over Wurf of Cannondale and eleven seconds over Haig over Avanti.