Wild Oats XI looked set to claim a record-equalling seventh Sydney to Hobart line honours victory, steadily increasing its lead over rival supermaxi Perpetual LOYAL.
The Mark Richards skippered boat had made the most of light conditions off Tasmania's east coast to be 38 nautical miles in front with 136 to travel.
LOYAL had hoped to be within striking distance when forecast northeasterlies of 30-40 knots kicked in on Saturday afternoon.
But with unsuitable conditions all race, they looked likely to be too little too late for skipper Anthony Bell.
Ragamuffin remained in third place, four miles behind LOYAL, and had challenged for second earlier on Saturday.
The leaders were expected in Hobart on Saturday night with conditions to dictate exactly what time.
Volvo 70s Black Jack (63nm behind) and Giacomo (68nm) were fourth and fifth respectively with Hong Kong 80-footer Beau Geste (69nm) sixth.
NSW boat Wild Rose had the overall lead on handicap but changing weather conditions were expected to shake up the standings.
While the frontrunners struggled in light winds, the back of the fleet gained ground overnight, the fleet compressing 60nm in 10 hours.
Mid-size boats around 50-foot were expected to cross Bass Strait on Saturday afternoon.
But the smaller boats were bracing for a pummelling when forecast southwesterly gale force winds hit on Saturday evening.
Larger boats could also do it tough in Storm Bay, close to Hobart and Brindabella skipper Jim Cooney said his crew were prepared.
It will be a tough bash in the early part of it, but once we free up we will have to slow the old girl down, Cooney said.
We have done most of the things we need to do to prepare for the change. We have shifted the sails to the right places.
"Well need to have everything prepared in the daylight hours.
The tally of just three retirees could increase in the tough conditions.
Wild Oats XI can equal Morna/Kurrewa IV's race record of seven line honours wins if it reaches Hobart first.