Beatriz Recari of Spain birdied the two closing par-fives to catch Paula Creamer on top of the leaderboard on Saturday after three rounds of Marathon Classic golf tournament.
They are 12-under-par on 201 after each shooting four-under 67s - three shots clear of teen Lexi Thompson, fellow American Jacqui Concolino and Japan's Chie Arimura.
Recari, who has won twice on the US LPGA Tour, conceded it's hard not to get caught up in a two-woman competition.
"Definitely, it's easier because you're playing with the player closest to you in score," she said. "You still have to do your best. You can't control what she does, so you always have to stay focused on what you're doing."
Katherine Hull-Kirk was the best-placed Australian on 211, 10 shots off the lead, with countrywoman Sarah Jane Smith two strokes adrift on 213.
Creamer, who won in 2008 when the tournament was known as the Jamie Farr Toledo Classic, led throughout the third round by as many as two shots before Recari's late surge at Highland Meadows.
She was pleased to find herself being the hunted instead of the hunter.
"I love this feeling," said Creamer, who has nine wins but none since the 2010 US Open. "I haven't felt it for a while. I've normally been chasing the leaders, but this is great."
"She's a great player," Recari said. "It's always great to play with her."
There are plenty of potential challengers, even though several of the biggest names - including world No.1 Inbee Park, defending champion So Yeon Ryu and top amateur Lydia Ko all fell back into the pack.
Concolino, whose career-best tie for 11th came at the event last year, had a 69. Arimura, fourth in the Tour's rookie standings, three-putted the final hole for bogey and a 68.
Jennifer Johnson (66), Chella Choi (66) and Jodi Ewart Shadoff (68) were at 205.
Park has been the talk of the Tour this year, with six victories including wins in all three of the major championships. She'll go for four in a row at the British Open in two weeks at St Andrew's.
But after winning three in a row and with a solid finish last week, she sagged to a 73 that left her tied for 23rd.
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