Weather was to the west and rain tires were at the ready as the Nationwide Series prepared to start the Zippo 200 at the Glen.
Seventeen drivers in the 43 car field were Sprint Cup Series regulars, including polesitter Kevin Harvick, who set a new track record in qualifying. The higest starting Nationwide only driver was the No. 10 of Justin Marks, who started 13th.
The green flag flew at roughly 3:20 p.m. eastern time with Harvick jumping to the lead over Marcos Ambrose, who had his hands full keeping Scott Speed and Robby Gordon behind him. Speed, though, would prevail in making the pass.
Further in the pack, second place in the points Carl Edwards and road ringer Antonio Perez battled for 11th and 12th, with Perez passing Edwards in turn nine as Brad Keselowski went to make a move on the No. 60 of Edwards.
On lap five, the No. 61 of Matt Carter briefly got off track but recovered, and no caution flag was needed. Which was good for Harvick; he'd checked out on the field, holding a nearly three and a half second lead over new second place driver Ambrose.
Speed began slipping back in the field, being passed by the No. 55 of Gordon before slipping into the clutches of one Kyle Busch.
On lap eight, caution flew for the first time. The No. 32 of Vickers, who started eighth, told his team his transmission locked up, causing Sprint Cup rookie Joey Logano to get into the back of him. Despite the hard contact, Vickers was okay.
"Frustrated is not the word for it. It just hasn't been our weekend," Vickers said after coming out of the in field car center. He said it was the same problem the team had experienced in practice.
Fuel strategy was already coming in to play as David Ragan hit pit road before the Vickers incident, allowing them to complete their stop.
Gordon was the only of the top nine drivers to hit pit road after leaders Harvick and Ambrose flirted with coming down. Edwards, Keselowski, Burton and several others further back in the pack also came on pit road.
On lap 13 Harvick, who chose the inside line for the double file restart, charged to the lead on the restart. Ambrose and Speed once again battled side by side for second, Ambrose taking second and settling in single file
Which didn't last too long.
Ambrose wasted no time as he made a charge for the lead, making it look easy as he passed Harvick. Further back in the pack, the No. 55 of Gordon made contact with the No. 61 of Matt Carter. Both recovered and the field stayed green.
Boris Said brought his No. 9 down pit road on lap 15 for his pit stop. A lap later the No. 18 of Kyle Busch came down for his stop.
Second place driver Hamlin ran more than two seconds behind Ambrose and Harvick, who ran nose to tail on lap 17. Pit stops continued as Joey Logano brought his Toyota down pit lane.
Paul Menard proved you can pass on a road course, passing 20 cars in 18 laps. Troubles in qualifying forced him to start 39th.
On lap 19, the No. 5 of Ron Fellows and Hamlin made their scheduled pit stops as Ambrose and Harvick continued to pace the field with an over seven second lead. Stephen Wallace, Burton and Newman also came in. Brendon Gaughan made his top on lap 20.
Ambrose and Harvick finally came down pit road on lap 21. The pit stops came as a blessing for Joey Logano, who had to make a pass threw penalty because his crew came over the wall too early. He would stay on the lead lap.
Scott Speed became the new leader before coming in for four tires and fuel on lap 22. Edwards then took the lead, followed by Menard, Biffle, Keselowski and Ragan. The top four were gambling on having to make just one more stop, having made their stops on lap 10.
Front row starters Ambrose and Harvick were stuck in traffic, running 14th and 16th respectively.
On lap 27, the Hendrick pit crew for Fellows prepared to bring their driver down pit road after he made contact with the No. 29 of Burton and began having temperature problems.
With championship rival Kyle Busch running in 13th, Edwards continued to build on his more than four second lead over the field.
Eighth place Ambrose was another driver complaining of temperature issues on lap 30, but was told not to come in "unless there's water coming out of it."
Problems for the No. 1 car of Newman on lap 34, as he fell to two laps down when he came on pit road telling his crew he had no fuel pressure. He stayed on pit road for nearly two minutes before getting back on track.
"It stopped," Newman told his crew after leaving pit road. Newman's issues brought out the second caution of the day on lap 34. The caution ensured that the drivers who pitted on lap 10, including the leader Edwards, could make it on just one more stop.
Danny O'Quinn was the first lucky dog of the day. Pit road opened on lap 35, with all of the leaders electing to stay on track.
The green flag flew on lap 38, with Edwards quickly jumping out to a lead over Menard and Keselowski.
Ambrose passed Biffle in turn 11 and began pulling away, continuing his charge from sixth back to the lead.
Kenny Wallace was among the three cars who had to charge down pit road to avoid contact with the something as Menard began his own charge for the lead.
On lap 41 Menard made another push for the lead, racing side by side with Edwards as they made their way to the start finish. Third place Keselowski made his way passed Menard, who fell back to fourth. Once things began to settle down, Edwards once again started adding to his lead, putting half a second between himself and the No. 88.
The race's third caution came on lap 43 after Menard got caught in gravel after racing side by side with Keselowski. He'd just raced for the lead a few laps earlier. They did get the No. 98 pulled out of gravel and back on track. Once again the No. 6 of Ragan managed to beat the caution when he made his stop on pit road.
With 37 laps to go and pit stops looming, everyone would be on the edge of their fuel window.
Kyle Busch won the race on pit road, leading Nemecheck, who took no tires, Edwards, Ambrose, Hamlin, Keselowski, Said, and Annett as a long jam ensued. Gordon, who's team had to fix the hood of his car, which was flapping during the previous green flag run, lost several positions because of the congestion.
The No. 16 of Biffle was tagged on pit road by the No. 12 of Allgaier on pit road. The pair restarted
The No. 5 of Fellows was penalized during their pit stop for having an uncontrolled tire.
Teammates Steven Wallace and Brendan Gaughan stayed out to lead the field to the green flag on lap blank, and both Ragan and Busch wasted no time in trying to make a move on the leaders. Ragan took the lead, sending the Rusty Wallace Racing
Ambrose gained two spots on the restart, thanks in part to Edwards going wide before the field entered the chicane after the two made contact.
On lap 47, Busch took the lead from Ragan, leading his 19th race in a row, tying Sam Ard's record. Trouble for the third time in the race for Matt Carter, who spun into the grass. No caution came out as Carter got his car back on track.
Coming out of the chicane Ambrose began putting the pressure on the No. 18.
Menard once again found himself in trouble with 31 laps to go, spinning on track before his car stopped. The incident would bring out the fourth caution of the day. It also means the leaders can make it the rest of the way on fuel from here.
"We can make it, if we had to," leader Kyle Busch's crew chief told him before taking the green on lap . Ambrose kept his nose under the No. 18 as contact in the S's between Speed and Nemecheck, who began rapidly falling back as they entered the chicane.
Allgaier was sent spinning with 27 laps to go, but kept it off the wall and continued on.
Ambrose began putting pressure on the No. 18, making contact as the pair entered turn nine. The contact helped third place Hamlin make up ground on the two leaders, as he began putting pressure on the No. 47 Toyota.
With 25 laps to go the top three began checking out on the field, as the field had two seconds on fourth place Ragan.
"Keeping putting pressure on Busch and he'll fold," Ambrose's crew chief told him. And that's exactly what the defending winner of the race was going to do.
Ambrose and Busch ran toe to toe two seconds ahead of third place Hamlin with 20 laps to go.
Ambrose finally made his move a lap later, forcing Busch to continue straight as they entered the chicane. Because Busch continued going straight, Busch was forced to stop, losing three seconds to the leader and falling to third.
On lap 65 the caution flew for Robby Gordon, who left from the S's to turn ten littered with debris after he made contact with Joey Logano and cut a tire. The two had been in a heated battle for tenth for several laps.
Busch, meanwhile, had just made a pass on second place Hamlin, meaning he would start side by side with less than 15 laps to go.
Hamlin, who was running third when the caution came out, brought his car on pit road thinking he had a loose wheel. He fell back to 26th, and would end up finishing 34th.
"We're stupid close on fuel," fourth place Harvick was told by his crew.
The restart comes with 13 laps to go, Ambrose jumping to an earlier lead as Busch, Edwards and Speed make it three wide behind the leader.
An intense battle between Edwards and Speed continues before they cross the start finish line, but Edwards slams the door on the No. 99.
Trouble for Tony Raines on lap 70 in turn nine as he spins, but recovers. Joey Logano, though, was not so lucky. His car was a fiery mess after continued contact with Robby Gordon sent him into the turn something wall. Logano did get out of the car and was okay. Gordon was the beneficiary of the free pass, despite causing the caution.
"He decided to wreck me under caution, which I don't think is real cool. And then he gets the lucky dog after it," Logano said. "You can't fix stupid, it's forever."
Just six laps remained as Ambrose once again led the field to the green flag. Edwards took second from Busch as, further back in the pack, the No. 12 of Allgaier got bent out of shape but continued on.
Edwards was on the defensive as Busch was all over the back of that car. Heading through the S's they were side by side before Busch took the position back. All the while, Ambrose's lead jumped to nearly a second.
Gaughan in the No. 62 and the No. 26 of McDowell made contact, sending them both spinning, but again continued and there was no caution. Meanwhile, fourth place Speed put pressure on Edwards but was unable to make a move.
With three laps to go a second separated first and second and second and third, but Busch was chipping away at the lead as they entered turn 11.
"Woo hoo!" Ambrose called over his radio. "We got this one guys!"
A Nemecheck spin didn't bring out the caution on the final lap, allowing Marcos Ambrose in the STP No. 47 Toyota to drive to Victory Lane.
But not without asking his crew chief to do a celebratory burn out, first.
"I think it was a little aggressive getting into the bus stop, but you have to do what you have to do to win," Busch said after the race.
"That was wild. I was just fighting (Busch) off. My guys did a great job with strategy off pit road, we just weren't fast," third place Carl Edwards said.
Victory Lane erupted into celebration as Ambrose excited his car, throwing his arms in the air and hugging his daughters and wife.
"I knew I had to dive under him to pass and I knew if I waited until the final ten he would've passed me. This is just fantastic. It's just a special time in my life.
"It's all I could if I was going to win the race, I had to surprise him."
Brad Keselowski was the highest finishing Nationwide only driver, finishing eighth.
Kyle Busch gained just five points on championship rival Carl Edwards, and had a 207 point lead as the series heads to Michigan International Speedway for the CARFAX 250 on ESPN on Saturday, Aug. 15 at 3 p.m. Eastern time.