Kurt Busch got by Jimmie Johnson with 11 laps remaining at Martinsville Speedway on Sunday and was able to hold off Johnson in the closing laps to win the STP 500 Sprint Cup race.
"I didn't know if we'd be able to do it," Busch said. "The No. 48 car (Johnson) is king here -- him or the 24 (Jeff Gordon). The old theory is, if you can't beat 'em, join 'em."
Johnson had to settle for second. Dale Earnhardt Jr. finished third, Joey Logano was fourth and Marcos Ambrose rounded out the top five.
Johnson dominated the race, leading 296 of the 500 laps. While Johnson's view from his windshield was mostly clear racetrack, Busch's race was more eventful.
Busch was involved, along with Brad Keselowski and Kasey Kahne, in a pit road incident on lap 44. Keselowski blamed Busch for the incident, and after spending 31 laps in the garage for repairs, Keselowski came back on track and hounded Busch for several laps.
"I started to check up, and I just barely got in the back of him (Kahne) and Kurt just accelerated and drove through us, absolutely drove through us," Keselowski said. "I tell you what; I'm just about tired of his recklessness."
Soon after the incident, Busch reported to his team over the radio that they were done because of the incident. He changed his tune by the end of the race.
"We won," Busch said. "We're not worried about any of that nonsense right now. We are a winner. We're not guaranteed in the Chase, but we have a win and we're moving forward."
Earnhardt and Busch stayed out while everyone else pitted during a caution on lap 219, and they were first and second when racing resumed. By that time, Earnhardt had raced his way up from his 26th starting spot into the top five in the running order.
Another caution came out a few laps later. Earnhardt and Busch managed to remain in the top 10, usually in the top five, for the remainder of the race.
Early in the race, Joe Gibbs Racing teammates Kyle Busch and Denny Hamlin, who started on the front row, and Matt Kenseth, along with Team Penske driver Joey Logano, challenged Johnson up front.
Busch and Hamlin eventually faded and were not factors late in the race. Kenseth also dropped back and, after staying out during a caution on lap 250, fell off the lead lap.
Kenseth got back on the lead lap, and unlike his teammates, worked his way back toward the front to finish just outside the top five in sixth position.
"It was up and down," Kenseth said. "Thankfully, it ended on a fairly up note. We got it a little bit better there at the end, but the middle of the race was really a struggle.
"We lost some track position where I got hung on the outside. I just couldn't make any holes, and I could make anything happen. Then, there at the end, we had the inside and we got the car a little bit better and was able to make some spots up."
With 90 laps remaining after a caution came out, Carl Edwards and Clint Bowyer got off pit road second and third behind Johnson.
Edwards ran second to Johnson for several laps before fading to fifth and then spinning to bring out the final caution of the race on lap 459.
During that caution, Bowyer lost several positions off pit road.
When the race restarted for the final time, Busch quickly moved up to second. He took the lead for the first time with 28 laps to go but lost the top spot to Johnson 11 laps later. Johnson was able to hold the lead for six more laps before Busch took the lead for good.
"I'd been loose in the final third of the race and was hanging on there," Johnson said. "When (Busch) got back by me, I was hopeful that he'd wear his stuff out and I could get back by him. He did, but I couldn't hold him off. I started to get looser and looser. That's all I had."
Kevin Harvick finished seventh, Aric Almirola was eighth, Bowyer took ninth and Paul Menard claimed 10th.
NOTES: The win was Kurt Busch's first since October 2011. ... Kurt Busch posted his first top-five finish at Martinsville since before he left Roush Fenway Racing in 2005. ... Jimmie Johnson is tied with Jeff Gordon among active drivers for most wins at Martinsville with eight. ... Jimmie Johnson led more than 100 laps for the fifth straight time at Martinsville. ... Kurt Busch and Jimmie Johnson have finished one-two seven times, with Johnson winning four and Busch three. ... There were 33 lead changes, a track record. ... There were 14 cautions for 92 laps