Gear Up got up in the final strides to deny Spycatcher in the Tattersalls Acomb Stakes at York.
The Teofilo colt had made a winning debut over over the course and distance last month, and that stood him in good stead as he wore down Spycatcher in the closing stages.
Gear Up (9-1) battled on strongly in the hands of Silvestre De Sousa to score by half a length and give trainer Mark Johnston a fourth victory in this Group Three contest over seven furlongs.
Broxi was three lengths away in third place, after making most of the running.
The big disappointment of the race was the evens favourite Cloudbridge, who ran far too free in the early stages and had nothing left at the business end.
Johnston said: “He got loose before he won on his debut and everyone was thinking of him as quite a difficult horse.
“In the race first time, he was off the bridle early before flying home.
“He was very different in the prelims today – laid back and relaxed and Silvestre said he learned more today than first time.
“He’s not the most impressive horse at home, but we’ve seen his style again today, he looked the first under pressure then found more and more.
“He wants a mile now and he’s bred to get a mile. We weren’t thinking he’d be ready this early, despite it being August now.
“He’ll have one or two more runs maximum and my first thought was the Royal Lodge.”
Karl Burke was pleased with Spycatcher’s effort in second.
He said: “I thought we had it at the furlong pole when he went a length or so clear.
“He’s a nice colt, but there’s improvement in him. He didn’t really have a race first time when it all went wrong and he fell out of the stalls. He’ll learn a lot from today and he’s having a good, healthy blow.
“He travelled great and the winner is just typical of one of Mark’s – they don’t stop.
“I’m not sure where we’ll go now. We’ll just get him back home and see how he comes out of it.”