Italian Rossella Ratto (Estado de Mexico-Faren) caused an upset for the sprinters on a rainswept stage two of the Friends Life Women's Tour after she and fellow escapee Susanna Zorzi (Astana-Be Pink) managed to keep the bunch at bay.
Marianne Vos (Rabo-Liv) led the bunch in for third place with local favourite Lucy Garner (Great Britain) in fifth.
Ratto moves into the overall race lead, relieving stage one victor Emma Johansson of the yellow jersey.
Silvia Valsecchi (Astana-Be Pink) was the first rider to make a move stick on the race's longest stage, but was caught just after the first intermediate sprint point in Lutterworth
Ratto then broke free approaching the second Queen of the Mountains climb at Brixworth at 64.7 kilometres, and was later joined by fellow Italian Zorzi. The two riders worked well together to build up a gap of over two minutes when they hit 20km to go.
Armitstead's Boels-Dolmans team hit the front of the bunch to try and start bringing the gap down. By 10km to go, the advantage was down to a minute but the peloton appeared ultimately helpless to chase them down.
Ratto then out-paced Zorzi to take the stage victory in Bedford with the bunch coming in close behind.
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Television highlights of the stage will be shown on ITV4 between 9-10pm.
On Friday, the Women's Tour peloton tackles a flat stage from Felixstowe to Clacton. Proximity to the North Sea will almost guarantee that the riders will have to cope with crosswinds. The race concludes on Sunday in Bury St Edmunds.
Results Friends Life Women's Tour 2014, stage two: Hinckley to Bedford, 118.5km
1. Rossella Ratto (Ita) Estado de Mexico-Faren in 3-02-02
2. Susanna Zorzi (Ita) Astana-Be Pink at st.
3. Marianne Vos (Ned) Rabo-Liv at 0-06
4. Amy Pieters (Ned) Netherlands
5. Lucy Garner (GBr) Great Britain
6. Giorgia Bronzini (Ita) Wiggle-Honda
7. Lizzie Armitstead (GBr) Boels-Dolmans
8. Aurore Verhoeven (Fra) Lointek
9. Aude Biannic (Fra) Lointek
10. Chloe Hosking (Aus) Hitec Products all at st.
Overall classification after stage two
1. Rossella Ratto (Ita) Estado de Mexico-Faren in 5-30-18
2. Susanna Zorzi (Ita) Astana-Be Pink at 0-05
3. Marianne Vos (Ned) Rabo-Liv at 0-06
4. Emma Johansson (Swe) Orica-AIS at 0-07
5. Lizzie Armitstead (GBr) Boels-Dolmans at 0-14
6. Hannah Barnes (GBr) UnitedHealhcare at 0-15
7. Ellen van Dijk (Ned) Boels-Dolmans at 0-16
8. Elise Delzenne (Fra) Specialized-Lululemon
9. Silvia Vlasecchi (Ita) Astana-BePink
10. Lucy Garner (GBr) Great Britain at 0-19
Yodel Direct Sprints Competition 1. Marianne Vos (Ned) Rabo-Liv
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