With about two miles to go in stage 2 of the Amgen Women's Tour, it appeared the Netherlands' Anna van der Breggen of the Boels Dolmans team was in control.
Half an hour earlier, and an hour and 13 minutes into the hilly ride through the pines of South Lake Tahoe, van der Breggen had thinned the lead pack considerably with an attack.
About 20 minutes later, Katie Hall of the United States (United Health Care) pushed ahead to win the second Queen of the Mountain section. But, the effort appeared to weaken Hall and she began to fall by the wayside.
If van der Breggen could hold on, she would win the stage and move from second to first overall.
But Hall had other ideas. Down by 15 seconds with two miles to go, Hall closed the gap to eight seconds with two to go and then blew past van der Breggen to win the stage by 21 seconds.
Once the race was over, Hall confessed she didn't think she had enough left to catch van der Breggen.
"I thought I was going to get second because I couldn't shake Anna," Hall said. "My teammates were in my ear yelling at me to go, so I dug deeper and deeper."
She will wear the overall leader's yellow jersery during stage 3 tomorrow.
Megan Guarnier of Boels Dolmans, but riding for Team USA wore the yellow jersey as the winner of stage 1 on Thursday. She led the chase pack in stage 2 for much of the day, but finished fifth, 49 seconds behind.
Overall, Guarnier is 29 seconds back.
Stage 3 will be much flatter. It starts in Elk Grove, takes riders into the Sacramento Delta and then finishes on L Street at the California State Capitol.
Stage 4 will start and finish at the Capitol Sunday.
The men's tour will begin Sunday.