Lee Holdsworth took his first V8 Supercars victory since the end of the 2010 season - and the first for the Erebus Mercedes project - in the second Winton race.
The Erebus Mercedes driver slotted into third at the start when he beat Shane van Gisbergen off the line and gained a further position on lap 10 when Scott McLaughlin suffered a mechanical issue while leading the race.
Race one winner Fabian Coulthard was promoted to the head of the field as a result and it was a position he held until six laps from the end.
The Brad Jones Holden driver began to experience rear tyre issues around mid-distance and was eventually passed by Holdsworth at Turn 1, who then went on to give Erebus an untroubled maiden series win.
Coulthard soon came under attack from Mark Winterbottom who was able to snatch second place with only two laps remaining.
David Reynolds fended off an in-form David Wall to claim fourth, while James Moffat finished ahead of Jason Bright who filtered his way through the field from 13th to finish seventh.
Triple Eight team-mates Jamie Whincup and Craig Lowndes were buried at the back of the grid following a disastrous qualifying session.
The pair started 21st and 23rd and failed to make an impression in the race, with Lowndes coming home 16th and Whincup 19th, just ahead of van Gisbergen who struggled for grip and dropped down the order.
Results - 34 laps: Pos Driver Team/Car Time/Gap 1. Lee Holdsworth Erebus Mercedes 48m29.0349s 2. Mark Winterbottom FPR Ford +1.4505s 3. Fabian Coulthard Brad Jones Holden +3.3947s 4. David Reynolds Rod Nash/FPR Ford +4.1908s 5. David Wall Dick Johnson Ford +8.1626s 6. James Moffat Nissan +15.1534s 7. Jason Bright Brad Jones Holden +17.3463s 8. Will Davison Erebus Mercedes +21.1077s 9. James Courtney HRT Holden +21.6039s 10. Chaz Mostert FPR Ford +34.4978s 11. Tim Slade Rosenberg/HRT Holden +34.7159s 12. Scott Pye Dick Johnson Ford +37.6298s 13. Dale Wood Britek/BJR Holden +38.1519s 14. Jack Perkins Schwerkolt/FPR Ford +38.3565s 15. Nick Percat Walkinshaw/HRT Holden +41.3440s 16. Craig Lowndes Triple Eight Holden +42.1616s 17. Michael Caruso Nissan +46.7349s 18. Rick Kelly Nissan +49.8927s 19. Jamie Whincup Triple Eight Holden +56.8324s 20. Shane van Gisbergen Tekno Holden +1m01.1168s 21. Garth Tander HRT Holden +1m02.1904s 22. Russell Ingall Dumbrell Holden +1m03.6183s 23. Todd Kelly Nissan +1m05.5589s 24. Robert Dahlgren GRM Volvo +1m21.3276s 25. Scott McLaughlin GRM Volvo +3 laps