After making just one slight error of judgement in the opening 18 lap encounter, Honda rider Colin Edwards was determined to redress the balance in race two and deny Pierfrancesco Chili an emotional double victory at his home track.
Bouyed by his newly won championship lead, the Texan once again made the best use of his pole position to lead the 29 bike field into the Rettifilio on the first lap. Missing from race two after a big accident earlier in the day was Italian privateer Massimo De Silvestro while Haruchika Aoki and Jyri Mrkyvka were also absent after problems in the first event. Giovanni Bussei and Mauro Sanchini reduced the field to 27 when they clashed trying to negotiate the first chicane on the opening lap but this went almost unnoticed as all eyes were fixed on the leaders' who were rapidly sorting themselves out into some semblance of order with Edwards heading Chili. Troy Corser sat in third ahead of the usual suspects from race one, Noryuki Haga, Akira Yanagawa and Aaron Slight.
As early as lap two Chili was pressuring the American Honda, the pair edging out a small gap to Corser whose Aprilia simply didn't have the puff to stay on terms with the leaders. Behind Yanagawa in seventh now came his Kawasaki team-mate Gregorio Lavilla who had just disposed of Slight while at a distance then followed a raging battle for ninth involving Ben Bostrom, Vittoriano Guareschi, Andy Meklau and Alessandro Antonello.
On lap three Bayliss swept passed Corser who now looked as though he was holding up those behind him and on the very next lap both Haga and Yanagawa passed the Aprilia down the start/finish straight on sheer horsepower. The Australian was now coming under increasing pressure from Lavilla who was again making the most of his harder rear tyre. However Corser's position was secured for good on lap five when Lavilla lost his Kawasaki on the entrance to the Ascari chicane and dumped the green bike into the gravel trap, aggravating his already injured wrist in the process.
The field was now thinning out somewhat as, amongst others, Anthony Gobert had abandoned his Bimota after a wretched weekend, Robert Ulm had pulled off after just two laps with an internal problem with his Ducati and Guareschi had disappeared from his place on the fringes of the top ten.
The mechanical destruction in the mid-field almost went unnoticed as the Monza crowd once again sensed a home winn. On several occasions Chili slithered down the inside of Edwards but each time to no avail as the Texan staunchly defended his line. There was now 1.5 seconds back to third place man Akira Yanagawa who slipped past Bayliss under braking for the Rettifilio but unlike race one the gap gradually began to come down. Seemingly aware of this, Chili made his move and on lap six he passed Edwards for the lead around the outside as the riders approached the first Lesmo.
Edwards, though, wanted to win from the front and by the start of lap seven he was back ahead as the leading duo had now become a leading quintet with Yanagawa piling on the pressure in third with Bayliss and Haga completing the train. Going into the Parabolica for the seventh time Yanagawa made his move for second, diving underneath Chili and as the leaders crossed the lin just eight tenths of a second separated the top five.
Yanagawa now held the momentum and moved ahead of Edwards into the Ascari chicane to take the lead on lap eight. However the lead was not to last as Bayliss surprised everyone by braking at the last possible moment for the Rettifilio on the next lap and somehow holding his line to take the lead. The Ducati's lead was not to last and by the end of the lap Edwards was back in front, putting in the fastest lap of the race to boot and gaining some clear air in the process.
Bayliss held on to second place from Chili who appeared to be dropping away slightly in third, but over the next few laps the Italian began to make his charge putting up the race's fastest lap of 1 minute 46.076 seconds on lap 13. Moving passed Bayliss for good on the next lap, Chili began eroding Edwards 1.3 second advantage and by the penultimate lap the pair were together again.