Yuriy Kristof (Ag2R), David Tanner (Saxo Bank) and Mitchell Docker (UniSA) were the early leaders and they had built up a lead of 4 minutes, twenty seconds on the peleton with one hundred kilometres of the 146km stage to to go.
That lead was steadily cut and by the time the riders had got to the stage'sd only climb, UniSa's Luke Porter who was wearing the King Of The Mountains jersey had joined the trio along the the BMC pairing of Tim Roe and Simon Zahner.
Tim Roe went on a break but with the others being swept up by the advancing peleton, Roe was caught with five kms to go.
As the race entered Mannum, there was a massive crash which took down much of the field including HTC Highroad Mark Cavendish who needed stitches, followed by a second crash close to the finish line whch took out Geraint Thomas.
Those who avoided the trouble was Ben Swift and the Team Sky rider shot past Radio Shack's Robbie McEwen to take the victory.
Mark Cavendish was placed in 130th five places behind British Champion Geraint Thomas. Although whether Cavendish continues is up to the doctors.
Robbie McEwen leads the General Classification with Matt Goss second and Ben Swift third. Geraint Thomas is 101st and Mark Cavendish is 130th.
Highlights can be seen on Sky Sports.
Stage 3 is from Unley to Stirling and is 129km long