Wade Cunningham passed race leader J.R. Hildebrand in the Indianapolis Motor Speedway’s Turn 3 on lap 39 and went on to claim his second Freedom 100 victory.

Cunningham, driving the No. 11 Lucas Oil/Sam Schmidt Motorsports car, led Hildebrand across the start/finish line by just 0.1046 of a second back.

There were nine lead changes, with the final one of most importance to Cunningham, who claimed his sixth Firestone Indy Lights victory (first since Watkins Glen in 2007).

“That was 100 percent every lap,” said Cunningham, the polesitter, who became the first two-time winner of the 40-lap race. “The whole race was to and fro. I got to the front early and knew I couldn’t lead all 40 laps, so I fell back because I didn’t want to be leading at the end. I knew I had a fast car, and it was a matter of being at the right place at the right time.”

Hildebrand took over the series points lead heading to next week’s Milwaukee round. There have been four winners in the first five races of the season.

“I really didn’t want to be leading the race towards the end but there were enough fast cars there in the front that I tried to keep it up there for as long as I could,” Hildebrand said. “Wade got a good run and I thought if nothing else I could just work with him, maybe get by him there at the end. I just picked up too much understeer when I was back in traffic.

“I set the car so I would be quick up front but once I got behind guys, I just couldn’t adjust it fast enough. Great job by Wade. I’m really happy for the boys. We’re looking good in the points right now.”

Romancini, 21, of Brazil, who was competing in the World Series by Renault a year ago, made the largest gain in the field.

“I’m speechless,” Romancini said. “The team did a phenomenal job. We did not do well in qualifying. But today I was able to pass the guys. The car felt really good. I felt really comfortable in traffic. I am very happy to be on the podium here. This is just my second oval race. My first was in Kansas, so I’m still learning every lap. “

Jay Howard, the 2006 series champion who finished second to Cunningham at Indianapolis that year, finished fourth in the No. 37 Team PBIR car. Sebastian Saavedra, who started on the front row in the No. 27 Automatic Fire Sprinklers car for AFS Racing/Andretti Green Racing, faded down the stretch and finished fifth.

Ana Beatriz was involved in a two-car incident on Lap 16. She was treated for a laceration on her chin and released.