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Despite not having crew chief Jason Ratcliff at Darlington Raceway, Matt Kenseth won Saturday night's Southern 500 after passing his Joe Gibbs Racing teammate, Kyle Busch, for the lead in the closing laps.

Busch had dominated the race by leading 265 of 367 laps, but he suffered a punctured right-rear tire, which allowed Kenseth to make his winning pass with 13 laps remaining.

"The car was really, really fast at the start of the race, and we had speed in it," Kenseth said. "Then we just kind of got off. The racetrack changed, and we got much looser than we anticipated. I don't know what they changed during that last pit stop, but I told them about four laps into the run that, if we went green to the end, we were going to be pretty good. It took off really fast, so thankfully, we saved the best for last."

Kenseth claimed his third win of the season, which is the most in the series. He also earned his 27th career Sprint Cup Series victory, including his first in this famed 500-mile race at Darlington.

Prior to his win, Kenseth's best finish in 19 starts at Darlington was third, which came in 2006. The 2003 series champion has two victories in the Daytona 500, but claimed his Darlington win was perhaps his biggest one.

"It's right up there," he said. "I don't know if I've had a win that feels bigger than this. Obviously, this is a very historic racetrack, and the Southern 500 is one of the most historic races there is anywhere."

On Wednesday, Kenseth's No. 20 team had its severe penalties significantly reduced by the National Stock Car Racing Appeals Panel. Ratcliff's suspension was shortened from six points-paying races to only one (Darlington). Wally Brown, who filled in for Ratcliff, collected his first Sprint Cup victory as a crew chief.

"Overall, the weekend went pretty good due to the preparation by the 20 (team) and Jason Ratcliff," Brown said. "They put a lot of effort into several test plans. We had a plan all weekend, and it actually went pretty smooth."

NASCAR assessed the penalties to the No. 20 team on April 24 after officials found one of the connecting rods on Kenseth's engine used at Kansas did not meet the minimum connecting rod weight. The violation was discovered during a secondary post-race inspection of his motor at the NASCAR Research and Development Center in Concord, N.C. Kenseth won that race.

Denny Hamlin, who is also Kenseth's teammate at JGR, finished second in his first full race since suffering a compression fracture in his lower back seven weeks ago in Fontana, Calif. It gave JGR a 1-2 finish. Hamlin returned to competition last weekend at Talladega, completing just 25 laps in that race before Brian Vickers relieved him in the No. 11 JGR Toyota.

"I'm sore and I'm tired," Hamlin said. "But, you know, it just takes a while. Really, it's like starting your season over with. To start it back over at Darlington for 500 miles, there's some muscles that have gotten weak. I've gotten pretty sore and tired, mentally tired as well. I'll have a couple weeks really to rest until the next long event (600-mile race on May 26 at Charlotte), and we'll be good to go then."

Jeff Gordon's third-place run allowed him to claim his 300th top-5 finish in his 700th career Cup start. Gordon became just the fourth driver in NASCAR's top series with 300 or more top-5s, joining Bobby Allison, David Pearson and Richard Petty.

"I wanted the 700th to be a memorable one, and I'm glad it wasn't like last year's memory where we blew two left-rear tires back-to-back," Gordon said. "This was much better than that. Top-three, that's fantastic. We needed this kind of performance, a gutsy performance, for the points as well as to make this one memorable."

Jimmie Johnson, who won at Darlington last year, finished fourth, while Kevin Harvick took the fifth spot. Busch wound up in sixth. He won Friday night's Nationwide Series race here, leading 107 of 147 laps in that event.

Prior to Kenseth passing him for the lead, Busch had been challenged by Kasey Kahne for the top spot following a restart on lap 333. While running side-by- side, Kahne got loose after it looked as though Busch barely made contact with him. Kahne then scraped the outside wall in turn 2, forcing the fifth and final caution.

"We were racing hard," said Kahne, who finished 17th. "I cleared him getting into (turn) 3, so I had the outside, and then I saw that he entered too early, and I knew he wouldn't be able to turn when we got to the corner. I was going along, and the next thing I know I was spinning."

Kahne and Busch also had a run-in in the early going at Talladega. Busch nudged Kahne from behind and put him into the wall, triggering the first big wreck in the race.

"That's three times this year that Kyle and I had contact, and I had a car capable of winning," Kahne said.

Busch did not comment about the race after it concluded, as he quickly left the racetrack in frustration.

Carl Edwards finished seventh, while Juan Pablo Montoya, Dale Earnhardt Jr. and Ryan Newman completed the top-10.

Kurt Busch started on the pole and led 69 of the first 73 laps but faded from there for a 14th-place finish. Busch set a new track qualifying record at Darlington on Friday with a lap at 181.918 mph.

Danica Patrick finished five laps behind in 28th. Patrick made her second career Sprint Cup start at Darlington one year ago, finishing 31st.

Johnson widened his points lead to 44 over Edwards, while Kenseth moved up one spot to third in the standings (-59).