Spain's Oscar Freire held off Erik Zabel to win the Milan-San Remo one-day classic, the first of this season's 10 World Cup races.
Freire won in a photo finish
The Rabobank rider passed Zabel just before the finish line to deny the German a fifth Milan-San Remo victory.
Australian Stuart O'Grady was third in the gruelling 294-kilometre race.
Reigning champion Paolo Bettini came in eighth after attacking on the final climb of the day at Poggio and losing momentum on the descent to San Remo.
The Fassa Bortolo team of Italian sprint star Alessandro Petacchi led on the home straight.
But they appeared to make their move too early and T-Mobile rider Zabel came surging through at the last moment.
Victory seemed assured for the 33-year-old German, only for Freire to employ a
tactic which has served him well in the past.
Freire kept his hands firmly on the handlebars to sneak past the celebrating Zabel on his right-hand side and claim his first Milan-San Remo victory.
Milan-San Remo results
1 Oscar Freire (Spa) 7 hours 11 minutes 23 seconds
2 Erik Zabel (Ger) same time
3 Stuart O'Grady (Aus)
4 Alessandro Petacchi (Ita)
5 Max van Heeswijk (Ned)
6 Igor Astarloa (Spa)
7 Romans Vainsteins (Lat)
8 Paolo Bettini (Ita)
9 Miguel Angel Martin Perdiguero (Spa)
10 Peter Van Petegem (Bel)