Brent Bookwalter hardly knew he had Stage 2 in the bag until he huffed and puffed across the finish line.

“To be honest, I wasn’t sure I had won,” said Bookwalter, who barely beat his BMC Racing teammate, Rohan Dennis, to Arapahoe Basin for the only summit finish of the 2015 USA Pro Challenge. “Rohan had me cross-eyed, biting my stem the entire time, so I wasn’t really aware of the pack. I was just worried about catching Rohan’s wheel.”

It was a shootout to the line, with Dennis holding him off until the final 200 meters. As the crowd of several thousand fans roared and yelped and banged cowbells, the 31-year-old American burrowed his head to make the final move on his teammate, an early favorite to take the overall win.

Until that final stretch, Dennis thought the 115-mile stage was his. The Australian powerhouse caught a brief glimpse of the action on a giant, inflatable TV screen, placed within a few hundred meters of the finish line far below the Continental Divide. When paired with a dizzying Category 2 climb from Keystone to A-Basin — roughly 1,600 vertical feet in 4 miles — this race-within-a-race made for a surreal sight.

“I got to watch myself race while I was racing,” Dennis said. “And, that’s how I figured out Brent was right there. I was in la-la land in those last kilometers, that’s for sure.”

The Stage 2 finish puts Bookwalter and Dennis at first and second in the overall standings, followed by perpetual breakaway threat Jonny Clarke (United Healthcare) in third.

Thanks to an impressive summit stage showing from his BMC teammates, Taylor Phinney drops to 32nd overall after his triumphant — and admittedly surprising — sprint win in Stage 1 at Steamboat Springs.

But, in a post-race conference after his debut win, he said he didn’t expect to keep the yellow jersey for longer than a single stage.

“A mountaintop finish is not my cup ‘o tea,” he told the Steamboat Pilot and Today. “Our plan is going to be more about focusing on the GC (general classification) guys, and I’ll prance around in yellow for a couple of hours.”

Miles of bad road

Stage 2 began like Stage 1, with a small pack breaking away from the peloton within the first 12 miles. But, those 12 miles were also home to the first Category 2 climb of the race: a 2,900-foot grind up Rabbit Ears Pass.

The breakaway group held strong through the climb, as 10 riders jockeyed for the King of the Mountain crown. Canadian Will Routley (Optum) took the title at Rabbit Ears, followed by a second KOM win at Ute Pass nearly 50 miles down the road. He now leads the KOM standings, sitting two points ahead of American Danny Summerhill and Australian Jonny Clarke, both riding for United Healthcare.

Despite unpredictable winds — a standard threat in the High Country — the leaders picked up speed on the descent and carried it through to the halfway point outside of Kremmling.

By mile 65, the riders encountered something most pros never handle: dirt and gravel. The west side of Ute Pass has been under construction for several months, but organizers opted to keep the route unchanged. For 15 miles, riders burrowed through unpredictable road. Several dropped out to repair flat tires within the first few miles, including Yoav Bear with Israel’s Team Cycling Academy and Hector Saez with Caja Rural-Seguros of Spain.

Flat tires aside, the leaderboard hardly changed from the base of Ute Pass to the summit. Only one new threat emerged: Nate Brown, a 24-year-old time-trial powerhouse with Cannondale-Garmin. Brown shook up the front of the pack, staying tight with Summerhill and Carson Miller (Jamis-Hagens Berman). Like Summerhill and Routley, he has been in the top-five for every KOM of the race.

Sprint through Summit

The break group dropped down the east side of Ute Pass nearly 15 minutes ahead of predictions. But, the final push from northern Silverthorne to A-Basin promised 25 miles of arduous climbing, all above 9,000 feet, and the peloton began to close the gap.

This was where team strategy came into play, with veterans like BMC, Tinkoff-Saxo and Jelly Belly-Maxxis forming packs to conserve energy during the second sprint of the stage. Brown found yet another boost of energy, winning his first Pro Challenge sprint ahead of Greg Daniel with Axeon Racing and Antonio Molina of Caja Rural-Seguros.

This was also where crowds came into play. Hundreds of spectators lined Highway 9 from Silverthorne to Dillon, while more than a thousand more cheered from the shores of Lake Dillon. It was a taste of the Loveland Pass finish to come, where thousands of fans were waiting in every pull-off along U.S. Highway 6 for a glimpse of the final climb.

After passing Dillon, Daniel and Brown went tire-to-tire for 10 of the final 15 miles. But, as soon as the road climbed higher and higher, Daniel fell behind, leaving Brown by himself from the outskirts of Keystone to the official beginning of Loveland Pass.

And, then, Brown’s engine failed.

“There wasn’t an ounce of power left when the guys caught me,” said Brown, who lost the lead to Dennis roughly 2 miles from the finish. “I think I rode it as well as I could’ve, but that’s bike racing.”