– The Associated Press

DARLINGTON, S.C. – Matt Kenseth passed his Joe Gibbs Racing teammate Kyle Busch with 13 laps to go to win his first Southern 500 on Saturday night.

Busch had the strongest car for much of the race and led for 265 of the 367 laps at Darlington Raceway. But his machine appeared to fall away at the worst possible time and he faded to sixth.

Denny Hamlin completed his first full race since suffering a compression fracture in a vertebra in his lower back on March 24.

Jeff Gordon would up third in his 700th straight career start.

Points leader Jimmie Johnson was fourth and Kevin Harvick fifth. Carl Edwards finished seventh, followed by Juan Pablo Montoya and Dale Earnhardt Jr. Ryan Newman rounded out the top 10.

“This is a dream come true,” Kenseth shouted on his radio. “Thank you guys very much.”

Kenseth had won three times here in the Nationwide Series but had never come closer than third in Sprint Cup. Once he cleared Busch, Kenseth had smooth sailing to the finish to win for the third time in his debut JGR season. It was Kenseth’s 27th career Sprint Cup victory.

No one matched Busch for most of the race. He had powered to victory in the Nationwide event here Friday and was running strong again after taking the lead from older brother and pole-sitter Kurt Busch 74 laps in.

Kyle Busch stayed on top through several stretches of green-flag racing and through the first four restarts. But his machine couldn’t keep up after Kenseth went by.

Crew chief Dave Rogers said Busch had a cut tire and only 12 pounds of pressure left when he went into the garage.

“Honestly, I have only dreamed about winning the Southern 500,” Kenseth said. “This to me feels bigger than probably any win in my career.”

The win came with Wally Brown calling the shots as crew chief. Jason Ratcliff is expected back for the next race after JGR had penalties imposed by NASCAR reduced on appeal.

The best chance to defeat Busch appeared to come from Kasey Kahne, who pressured his JGR rival on the restart after the fourth caution period. Kahne looked like he had cleared Busch but the car got loose and the back end slammed the wall.

Kahne was not happy with Busch’s maneuver.

“Three times this year me and Kyle had contact and I had a chance, capable-winning cars. It’s disappointing on the points side not winning some of these races,” Kahne said. “Whether he hit me or just blew the air off, whatever it was, he blew his entry. I’m not sure what he was thinking on that.”

Kurt Busch had hoped to go from an upside-down finish when his car went airborne late and crash-landed on Ryan Newman at Talladega last week to his first Sprint Cup victory in two years at Darlington. He set a qualifying record to win the pole Friday and led 69 of the first 73 laps before getting passed by brother Kyle.

FORMULA ONE: Mercedes will start the Spanish Grand Prix in Barcelona from the front row Sunday after Nico Rosberg had the fastest qualifying time ahead of teammate Lewis Hamilton.

While Hamilton had the fastest times in the first two qualifying sessions, Rosberg edged him to win the pole position in 1 minute, 20.718 seconds.

Three-time defending champion Sebastian Vettel will start from the third spot for Red Bull ahead of Kimi Raikkonen’s Lotus.