Hadn't previously particpated in an overnight race on the Bay, and jumped at the chance to join a 46' Bavaria cruser. Had a good start in very light air, albeit from the Sount, and slowly pulled away from many in our class. Luckily the wind, as expected, clocked around in the evening to the North, and freshened. Other than an accidental jibe and a far-too-rapid drop of the spinnaker when a 20 knot front came through, we managed the weather really well -- avoiding the t-storms. Also avoided the plentiful barge traffic. Our brilliant navigator/weather guru had us hug the weatern shore, which paid off when more wind filled in and we had a great run down the Bay with our heavy-air spin up -- in the dark. I was on-watch from 10-2, and ended up staying up all night, but got to manage the spin sheet most of that time, which was cool. We were cooking! Leaving the Chesapeake for the Potomac River and then for the St. Mary's River was weird. It was pitch dark, we could see other sailboats only by their running lights, and had to plot an efficient course around Point No Point, Point Lookout, and then up the St. Mary's River itself. Breeze much of the night was in the 12-15 knot range, so with our spin we were able to move pretty well. Had to douse as we turned to come up the St. Mary's River, but the breeze held, and we were able to ghost along, given the substantial land effects that reduced the wind. Crossed the finish just as dawn broke over us, and we all felt pretty good, having passed all the boats in our class. Since the wind was still up in the Bay, albeit from the north, we turned around and headed back out so we'd have a chance of sailing much of the way home. Had some very welcome celebratory bagels/cream cheese and tea/coffee. Then half the crew hit the sack as the others of us worked to get us back out into the Bay. We ran the spin, and I got to steer with it up, which was fantastic experience. Finally took it down and I then went below. Had about an hours worth of sleep before the breeze freshened to more like 17 knots, into which we were pounding, which woke me up. Cool to be up on deck, slightly bleary, and got handed the wheel. The boat is very well-balanced, but it still took me some time to feel comfortable keeping her at the desired apparent wind angle of 32-34 degrees. Got better and better at it over 90 minutes, and felt, finally, like I could do many things to contribute to making this boat go! Wind died as predicted about 1 p.m., and the engine came on -- and thank god for diesel! I got about 3 hours of sleep in the afternoon, which was a blessing. Had celebratory dark & stormies as a crew by the time we could see the Bay Bridge again, and then worked to clean up our bunks and wipe down the surfaces. Got to Round Bay just as the sun was setting, which was a fitting end to a great race -- in which we won our class!