Belgian champion Stijn Devolder, of Quick Step, won the 92nd edition of the Tour of Flanders one-day classic, held over 264km from Bruges to here Sunday.
Cofidis rider Nick Nuyens finished second with Rabobank's Juan Antonio Flecha in third after both riders had launched respective late attempts to close the gap to Devolder.
Devolder proved the wiliest rider throughout a day of drama-filled racing on the cobblestones and climbs which litter the race to claim his first ever victory on the 'Ronde'.
The Belgian, initially primed to help team leader Tom Boonen claim a third career victory here, carved open his chance when it looked as though Boonen was struggling to launch a real challenge.
Devolder went for broke and raced ahead of a small leading group of riders with 26km to go after they had just been caught by another small group.
Efforts by Boonen, Flecha, defending champion Alessandro Ballan and Nuyens in the final 15 km all came to nothing as Devolder maintained an impressive pace on the final two climbs of the race.
He held a 25-sec lead on a six-man chasing group prior to the penultimate, climb at Bosberg and maintained that advantage in the final 10km.
With six kilometres to the finish Devolder was closing in on certain victory however Flecha, 19 secs in his wake, launched a late bid to steal his thunder.
The Spaniard reduced the gap to only nine seconds with four kilometres to race, but he simply couldn't close the gap further.
A kilometre later the Spaniard was stunned to see Nuyens catch up, and as Nuyens came over the finish with disbelief written all over his face, his fellow Belgian coasted to second place ahead of Flecha.
Boonen, Ballan and American George Hincapie finished seconds later in a large bunch of chasers.