BMC Racing Team's Brent Bookwalter soloed to win Tuesday's mountain-top finish at the USA Pro Challenge and teammate Rohan Dennis was runner-up as Bookwalter replaced teammate Taylor Phinney as the race's overall leader.

Bookwalter, who won for the first time since February of 2013, said he did not immediately realize he was the winner of the 185.5-kilometer race that finished at the Arapahoe Basin ski resort.

"The last time board we saw was to (breakaway rider) Nate Brown - and was a minute, I think, with over a kilometer to go, maybe a kilometer-and-a-half," Bookwalter said. "Rohan had me cross-eyed, just biting my stem the whole time. I wasn't really aware of when Nate came back or who was going on. I was just concentrated on doing the best climb I could and holding Rohan's wheel. Then, with about 500 meters to go, I actually caught my breath and felt recovered. I chucked it in the big ring and gave it everything I had. Obviously I was going for seconds also, so there was no time to celebrate. It is a good feeling."

Bookwalter credited his teammates for first helping bring back a 12-man breakaway and then for setting a hard tempo that reduced the front group to fewer than 10 inside of five kilometers to go.

"These guys were riding like machines all day," he said. "They were incredible. I had to keep telling them to slow down and not bring the break back too quickly. They were hurting me when they were surging over the climbs. I didn't really feel great all day, but I think a little bit of that was the attitude. It was actually nice to get to that last climb and have Rohan put the hammer down. Then it was simple: hold the wheel, ride as hard as we can and it's done. There is no more conserving at that point."

Dennis said he was surprised by his runner-up performance, his fourth on the year.

"I saw on the TV screen that Brent was sort of next to me, so I tried to get on him," he said. "But he went straight past me and got into position to win. It is great we went 1-2, and I sort of surprised myself. I rode pretty well from the bottom to the top, and I was expecting to blow with at least three kilometers to go when people started attacking."

Bookwalter won the BMC Racing Team's 27th race of the year and its fifth since Saturday. Ben Hermans and Silvan Dillier won Stages 3 and 4, respectively, of the Arctic Race of Norway on Saturday and Sunday while Manuel Quinziato won the last stage of the Eneco Tour, also on Sunday. On Monday, Phinney won for the first time since making his comeback earlier this month at the Larry H. Miller Tour of Utah after being sidelined by injury for 62 weeks.

In the overall standings, Bookwalter leads Dennis by six seconds. Jonathan Clarke (UnitedHealthcare Pro Cycling Team) is third and Hugh Carthy (Caja Rural-Seguros RGA) - who finished third on the stage - is fourth. Both are 10 seconds off the lead.

Phinney kept his lead in the sprint classification while the BMC Racing Team remained leaders in the team standings.

Sport Director Jackson Stewart, who raced with Bookwalter on the BMC Racing Team from 2008 until his retirement in 2010, said he cannot recall seeing the Asheville, North Carolina, resident winning a bigger race.

"Brent has always been the guy who led out our other guys to get there," Stewart said. "For me, he deserves so many more results than he ever got. He was so close to being national road champion and national time trial champion in the same year. Little things like that where he has been so close in results before. And that was in the few times he was able to try for himself. Most of the time, he was working for others. So to win a race like this and take the jersey like this is huge for him and his career. It is a big payoff for all the work he has done in the past."