Yaroslav Popovych takes the stage win with a solo break two kilometres from the end of stage 12 to Carcassonne. Alessandro Ballan takes second, 27 seconds back, with Oscar Freire a further two seconds back in third.
The peloton comes in four minutes 25 seconds adrift after the first three plus France's Christophe Le Mevel had broken away just before halfway.
Floyd Landis (Phonak) will stay in the leader's yellow jersey after cruising home in the main pack.
LATEST UPDATES (all times BST):
1551: Popovych takes it with a gutsy breakaway. He zips up his top and crosses himself as he takes the stage win - a welcome win indeed for the Discovery Team. Ballan is second, 27 seconds back, with Freire two further seconds back.
1547: Freire, Popovych and and Ballan are all jockeying for position as they wind up for the final two kilometres.
1543: Le Mevel has been dropped - there'll be no French victory on Bastille Day.
1536: 15km to go, and the lead is four minutes 20 seconds. There's a huge thundercloud above Carcassonne, and it could be a soggy end to the stage. The four in the breakaway will all be looking to make solo bids for the stage win soon - the last few kilometres are very twisty so no-one will fancy a bunch sprint.
1525: The four men at the front will surely now enter Carcassonne clear of the peloton - they've stretched their lead to four minutes 40 seconds. Will Christophe Le Mevel give the French crowds the home win they want on Bastille Day? Just 20 km to go now...
1515: Celestino, Lopez Garcia, Ricco are all part of a group of 11 riders dropped by the peloton as the pace picks up. The gap between the breakaway and peloton is still at 4 minutes 25 seconds.
1500: Phonak are now leading the chase in baking-hot conditions on Bastille Day - but the gap is up to four minutes 26 seconds. With only 34km to go, the breakway has a great chance of staying clear all the way to Carcassonne.
1445: The lead is up to four minutes 15 seconds. You wouldn't think that McEwan's Davitamon-Lotto team would want Freire to add to his points tally, while Phonak would have the same issues about Popovych's position in the general classification - but at the moment the breakaway is staying clear.
1430: Just 57km to go, but Robbie McEwan is deep in discussion with his team director at the back of the peloton - surely planning a chase to rein in the breakaway, which still leads by four minutes.
1415: The Phonak team are leading the chase, but so far the four men out front are holding their lead.
1405: The quartet extend their lead to four minutes as they crest the Cote de Pailhes. 80km to go to the finish.
1355: Freire, Le Mevel, Popovych and Ballan are building a decent lead - they're now three minutes 40 seconds clear of the chasing pack.
1340: McEwen is thwarted and drops back as the leading quartet forge ahead by a minute and 50 seconds.
1334: Tom Boonen and Robbie McEwen now head the peloton and appear to have a quick chat about how to tackle the leaders, now 40 seconds in front. McEwen opts to chase them down.
1325: Oscar Freire, Christophe Le Mevel, Yaroslav Popovych and Alessandro Ballan begin another breakaway and are soon 25 seconds ahead.
1315: Millar now trails Hincapie's five-strong leading group, whose slender lead is being eroded by the chasing pack. They are caught two minutes later.
1255: Millar tries to get away from the group but is quickly reeled back in. The peloton still lurks about 40 seconds back.
1245: Millar and Hincapie are part of a bunch which is now just nine-strong. The lead is a mere 25 seconds and surely will not last much longer.
1235: The Discovery Channel team have lost two men today. Benjamin Noval is the latest to quit the Tour, joining team-mate Paolo Savoldelli, who dropped out earlier this morning. It's not been a great Tour for them.
1220: Good news for British fans - David Millar leads the breakaway over the Cote de Pujos as the 15-strong group stays clear of the peloton.
1210: Hincapie's group are just over 45 seconds ahead of the main field, and are being closed down fast.
1158: Drama at the summit as Mickael Rasmussen takes the mini-sprint from Hincapie, Pereiro, Bennati and Voigt. The group containing the yellow jersey is 38 seconds back.
1153: The peloton has broken up again on the steep slopes of the Col des Ares.
1148: The peloton have caught the breakaway as they approach the first serious climb of the day.
1136: Paolo Savoldelli (DSC) calls for team assistance at the back of the peloton. He needed stitches in a head wound on Thursday.
1128: Nine riders, including Kopp, break free from the pack at 6km. The leading group swells to 13 after 10km.
1120: The official start time is 1117. The first rider to show is 164th-placed Sebastian Joly (FDJ), but he is soon reeled in. Gerolsteiner's David Kopp tries his luck after 4km with little impact.
1112: The peloton is in the 2.8km neutral zone en route to the start. There are 165 riders still in the race with no overnight withdrawals.
The stage is scheduled to begin in Luchon at 1115. BST. The weather is dry with some cloud cover, but that should burn off later in the day.