The works Bugatti team had been absent from the previous Grande Épreuve, the French Grand Prix, and arrived at Spa introducing their new 2.8-litre Bugatti T59. The car was assigned to Achille Varzi, the team's most experienced driver, and had originally been planned to debut at Montlhéry. During practice, however, Varzi encountered problems with the T59 and opted to revert to the older 2.3-litre T51 that his teammates were using.
Tazio Nuvolari, a contracted driver for Scuderia Ferrari — the works Alfa Romeo team — was dissatisfied with the way his car was being prepared and used practice to try both his usual Alfa Romeo Monza and the Maserati 8CM chassis number 3005. That Maserati had been raced the week before at the Marne Grand Prix by Giuseppe Campari, whose injuries from that event left him unable to compete at Spa. An arrangement brokered between Enzo Ferrari and Ernesto Maserati made the car available to Nuvolari, who remained under contract to the Scuderia throughout. Nuvolari elected to race the Maserati once certain modifications had been completed; although the entry was formally listed under Scuderia Ferrari, the car did not carry the team's prancing horse insignia.
Grid positions were determined by ballot, placing Nuvolari at the back of the field.
Despite his unfavourable starting position, Nuvolari had moved to the front by the end of the opening lap. His nearest rivals were teammate Borzacchini, polesitter Louis Chiron in a privateer Alfa Romeo, and the works Bugattis of Varzi and Dreyfus. By the 100-kilometre mark Nuvolari led Borzacchini and Chiron by 17 seconds, with Varzi a further 45 seconds back in fourth. Lehoux sat eight seconds behind Varzi, roughly 25 seconds clear of Zehender and Dreyfus. Zehender, driving the only works Maserati in the field, became the first retirement after ten laps with transmission trouble; the Swiss privateer known as Marko — Edgard Markiewicz — subsequently crashed out to become the second.
By 200 kilometres Nuvolari's advantage over Borzacchini had stretched to 36 seconds, with Chiron 14 seconds further back and Varzi and Lehoux more than two minutes down. When Nuvolari stopped for fuel and tyres, Chiron — who had already passed Borzacchini — took the lead, while Borzacchini moved back to second and Varzi to third, Nuvolari dropping to fourth. At 300 kilometres Chiron held a margin of over two minutes to Borzacchini, with Nuvolari in third a further minute behind and himself 90 seconds ahead of Varzi in fourth. Chiron's lead was short-lived: he was forced to retire when his differential broke. The Frenchman Moll retired on the same lap with gearbox or clutch problems. Two laps later Borzacchini's Alfa Romeo Monza was also sidelined by a broken connecting rod, returning Nuvolari to the front.
By the 400-kilometre mark Nuvolari led Varzi by 1 minute 45 seconds, with Dreyfus a further 90 seconds back. Lehoux sat fourth and Siena — Nuvolari's sole surviving teammate — fifth. After 500 kilometres Nuvolari had extended his lead over Varzi to 2 minutes 14 seconds. Varzi retained sufficient advantage over Dreyfus to make a late tyre change and rejoin in second place, though only just. Nuvolari ultimately crossed the line nearly four minutes ahead of Varzi, with Dreyfus finishing three seconds behind his Bugatti teammate in third. Lehoux, who had lost third gear, took fourth ahead of Siena. Grover-Williams in the final Bugatti was a lap down in sixth, plagued by persistent spark-plug problems, while Sommer completed the classified finishers in seventh, five laps behind the leaders after fuel-feed difficulties throughout.
Nuvolari's victory was a remarkable performance: he had started from the back of the grid in a borrowed car entered under a rival team's banner, yet led from the first lap and built his advantage steadily across the entire distance. The result highlighted the competitiveness of the Maserati 8CM against the works machinery of Bugatti and Alfa Romeo, and demonstrated the extent to which Nuvolari's talent could transcend the machinery and circumstances placed before him.
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