Francesco Molinari carded a five under par 67 in windy conditions to capture the clubhouse lead at the Bankia Madrid Masters.
England's Ross McGowan, who led overnight after a magnificent eight under 64, carded a level par 72 and Ryder Cup star Molinari took full advantage as he raced to ten under at El Encin Golf Hotel.
The 2009 champion McGowan found himself level with Australian Brett Rumford on eight under in the clubhouse, two shots off new leader Molinari.
Molinari, who had six birdies and a solitary bogey, was joined by compatriot Lorenzo Gagli, who had three holes left to play.
England’s Lee Slattery was up to third on nine under – he was four under for his round with two holes remaining.
Francesco’s brother Edoardo and World Number One Luke Donald – the defending champion – were amongst those well placed to mount a challenge during the afternoon session as they resumed six and four under respectively.