SAN FRANCISCO -- Upstaging their better known countrywoman Catherine Ndereba, Kenyans Edna Kiplagat and Emily Cherbet Sunday became the first women ever to break the tape first at the annual Bay To Breakers race -- one of the nation's largest and most colorful foot races.

Running at ease, Kiplagat separated herself from Cherbet, Ndereba and others on the 12-kilometer course on the tough Hayes Street Hill and along the tree-line boulevards of picturesque Golden Gate Park.

She finished with a strong kick to finish in a time of 38:58. She also took advantage of the 4-minute 40-second staggered start between women and men elite runners to break the tape first.

Winner of the Bloomsday race earlier this month, Kiplagat said she knew she had a chance during Friday's course walk through.

"After my race at Bloomsday, I came back and did some training sessions because I was this was a good place for hills and there was a long flat," she said. "When I got here Thursday, I was feeling a little tired. But on Friday I went on the course tour, I saw there was a pretty good hill (Hayes Street Hill)."

It was there she made her move. Cherbet kept with sight distance of Kiplagat but no closer. Ndereba -- whose skills have earned her the nickname "Catherine The Great" -- never challenged after the hill and finished a distant third.

In the men's race, Kenya's John Korir out battled Bloomsday winner and fellow countryman Julius Kibet to take the title in 34:44.

A team from Autodesk in Marin won the centipede title in a time of 39:00.

While the elite runners were finishing up at Ocean Beach, the thousands of recreational runners -- many in wild costumes -- were still crossing the start line in downtown San Francisco.

The annual race is as much a celebration of running as it is a competitive race. But for the first time this year, race promoters attempted to curb alcohol consumption during the race. Nude running has been outlawed since 2004.