Compared with the previous year most of the entrants resorted to smaller displacement engines for this years Mille Miglia. Maserati was there with four new 2-litre A6GCS sports cars for Ascari, Capelli, Tassara and Auriechio. Cistalia was there again with cars for Taruffi and Bonetto. Ferrari had cars for Biondetti, Cortese, Righetti and last minute addition Nuvolari.
The race started at midnight, once again in a downpour. Ascari's Maserati led the opening stages, averaging 90 mph into Padua followed by Cortese and Nuvolari. Of the early leaders, Taruffi was soon out with a blown head gasket. Passing Forli, Cortese moved into the lead but thereafter his gearbox seized and Nuvolari now assumed the lead. Nuvolari was driving as if possessed, his car taking a terrible beating . While speeding along, the bonnet somehow became unfastened, and a gust of wind blew it over Nuvolari's head and down the mountainside. "That's better," shouted Tazio to his terrified mechanic, "The engine will cool more easily." Crossing the Futa ands Raticosa passes his seat had started to come adrift. Nuvolari could feel himself sliding which brought along a feeling of sea-sickness. Tossing the seat out he used a bag of lemons and oranges as a cushion. With his car literally falling apart under his super human effort the team advised him to quit the race at Bologna fore it was folly to continue under such circumstances and if anyone, Nuvolari had nothing to prove.
Nuvolari answered with a derisive gesture, putting his fut down hard and shot away along the Via Emilia. At Modena Enzo Ferrari tried to beg has old friend to retire with dignity and could only weep as he realized that the remains of the car could not possibly hold out. Disaster disaster finally struck on the next leg and all three leading cars were out of the race including Nuvolari who damaged his rear suspension at Leghorn when his brakes failed. Stopping at Villa Ospizio Nuvolari either went or was carried to a nearby church we he asked the local priest if he could rest while his mechanic phoned through that the great Nuvolari had retired and ordered a touring car to take him home. After the retirement, Ferrari wrote later, he tried to console his driver. "I said to him, cheer up Tazio, the race will be yours next year". He replied: "Ferrari, at our age there aren't many more days like this; remember it and try to enjoy it to the full, if you can".
The benefactor in all of this was Biondetti who held the lead for the rest of the race. A win, overlooked by the fans enraptured by the Flying Mantuan. Fiat had one of it's most successful races scoring a second through fourth. At the awards dinner after the race Biondetti was the last to speak after having heard speaker after speaker extolling Nuvolari's great performance. The old Tuscan began his speech, "Excuse me for having won", and went on to explain how he had won his third Mille Miglia.