Mladin and Spies circulated in order for most of the first ten laps, with Mladin holding the lead for all but a few yards. Spies tried several times to take the lead but Mladin would not relent. Once Mladin made a close move to take back the lead from Spies in turn four on lap ten. On the 11th lap, Spies took the lead and he immediately upped the pace with a 1:24.335 to Mladin's 1:25.4.

Spies upped his pace to a 1:24 flat on the next lap. Ben, on harder tires than Mladin, rode off after he took the lead and extended it to over six seconds.

"We were ruffling each other's feathers early on," said Spies. "Mat kicked my butt last week and we had to regroup."

"I knew early in the race that I was going to be in trouble," said Mladin. I was trying to make myself as wide as possible."

Mladin fell into the clutches of Eric Bostrom. Mladin was relegated to third for several laps, but he rallied to re-pass the Yamaha rider. Mladin was able to beat Bostrom by 2.25 seconds at the flag.

It was the first podium finish for Yamaha since they returned to Superbike earlier this season.