"We had an unbelievably fast car. And I got every ounce out of that car I could. I was driving my buns off. But I didn't expect my car to be that loose at the end."

Second place Jimmie Johnson laughed, "You should have seen how loose Greg was,” he said. "He was so-o-o-o sideways the last three laps. It was pretty impressive. He did a good job"

"He even rubbed the fence off turn two," Kurt Busch added, smiling. "You could smell it."

"Yeah, that's Biffle," Johnson said admiringly. "But if I'd had another lap, maybe I could have gotten inside Biffle. If we'd just had another corner, I think there would have been a different outcome.

"Still, I'm happy the way we finished."

Crews work on the thier cars during the first pit stop on Sunday. (AP Photo/Matt Sayles)

Roush Racing had a strong day overall; with reigning Nextel Cup champion Kurt Busch finishing third, Carl Edwards fifth and Mark Martin seventh. Matt Kenseth also ran in the top 10 most of the day, but fell off the lead lap with a flat tire and wound up 26th.

The key came on lap 218 when Busch, running second, and Biffle, in fifth, stayed on track while most of the other leaders pitted during the last of seven caution periods.

Busch, who faked toward the pits before, driving back onto the track, took the lead, with Biffle just behind, but Biffle was able to drive into the top spot seven laps after the green flag waved for the final time.

Johnson was one of several drivers who pitted for four new tires on the last stop and he charged back from 10th, passing Busch on the final lap and finishing just 0.230 seconds - about six car-lengths - behind the winning Ford Taurus.

"Even with four new tires I didn't think anyone was going to catch me, because they'd first have to pass Mark and Kurt," Biffle said.

"I knew our best change was to break out and build a lead as quick as we could," Busch said.

"I knew two (fresh) tires wouldn't work, but I was hoping those guys would hold up the guys with four (fresh) tires. Biffle and I squirted out there, but I was loose and couldn't put the power down when I needed to. And 10 laps into the run Biffle got to me. But he was wearing his stuff out and at the end I was catching him again. But then came Jimmie. And I ran out of tire and ran out of race."

Busch's third-place finish was enough to put him atop the Nextel Cup standings, five points ahead of Johnson and 39 points ahead of Mark Martin.

"Kurt did me a huge favor - he could have raced the heck out of me (for the lead), but I had track position, and he let me go," Biffle said.

Greg Biffle, right, crosses the finsh line ahead of Jimmie Johnson for the win. (AP Photo/Matt Sayles)

"We should have been able to win that race," Johnson said. "I got tangled up with some slower cars and it knocked me up in the marbles and I lost too much ground."

Jamie McMurray finished fourth, followed by Edwards and Kevin Harvick.

“We took a little gamble at the end,” McMurray said.

“ Chip (Ganassi, team owner) is always on us about trying to do what we need to win races. The guys on two tires earlier had some success. Track position was more important today than ever.”

This was the first race in which the Cup cars ran with shortened rear spoilers and softer tires, an effort by NASCAR to make the racing more competitive and allow more passing by taking away downforce and putting more responsibility in the hands of the drivers.

It also was the first time that the teams have had to start the race with NASCAR holding the cars from the end of qualifying on Saturday until Sunday morning and allowing only minor adjustments.

"It was real hard to find the balance of the car out there at times," said Busch, off to a strong start after finishing second to Jeff Gordon a week ago in the season-opening Daytona 500.

(AP Photo/Joe Cavaretta)

"I wished they'd have tried it more in the Busch Series before they brought it to Cup."

Busch moved into the series lead by five points over Johnson, with Martin 39 behind the leader.

Johnson said he didn't find the new rules to be a big problem.

"The cars definitely had some movement in traffic, but it didn't bother me much all day long," added Johnson, last year's series runner-up and the favorite to win this year's title.

Joe Nemechek appeared to have the strongest car for much of the race, leading a race-high 63 laps before his engine blew.

"They knew we were here.’ Nemechek said,” I could go anywhere I wanted to go - high or low. We had an awesome day.

The engines are incredible and I don't know what broke. It's not very often we break anything."

Nemechek was one of five drivers using Hendrick Motorsports engines, including Gordon, who had problems during the race.

"I think it's something in the valve train," Gordon said about his engine failure. "We're not real sure. It should be safe, we're turning less rpms here than before.

"If you're going to break engines running that good, than we've got a problem."

"We are certainly concerned, and it's a bummer," Gordon said. "We'll try to get to the bottom of it."

Michael Waltrip also blew an engine, his second straight. Jason Leffler and Robby Gordon also lost motors.

"We just broke a motor," said Waltrip. "We either broke a crank like we did last week, or a rod. Something pretty big came out of the bottom of the NAPA Chevy. We had a great day though. We got caught speeding and that was going to put us back on our finish more than we should have been. But nevertheless, we just gained on it all day long and I'm real proud of my team."

So on the engine front the day was a big success for Jack Roush and Robert Yates, who had five of the top eight finishers.

"This is a place that's hard on engines, with so much on-the-gas time," Greg Biffle said. Ricky Rudd was the only Roush man to blow an engine.

Kyle Busch started from the pole but slapped the wall and struggled home 23rd. "I screwed up hitting the fence," he said. "I had three cars get in front of me, and I knocked a hole in the wall because they were blocking my air and I couldn't turn."

Dale Earnhardt Jr. fell way back early when he had two flat front left tires within a 21-lap stretch. He wound up 32nd.

"The car was good, but then we had the troubles with the left front and the car would just hook when it turned," Earnhardt said.

Bill Elliott's first start of the season lasted 23 laps. That's when his No. 91 Dodge hit the wall and expired. His trouble began, however, when he got into Ricky Rudd's No. 21 Ford on the sixth lap.

"I got into the wall early with Ricky over on the backside," Elliott said.

"I shouldn't have put myself in that position, but our car was kind of on the tight side anyway. Then I got into the wall over there, and it really messed up the car. Then we blew the right front tire getting into turn 1.

I hate that our day ended so early."

The race drew an estimated 90,000 fans but was the second non-sellout for a Cup race at the track that opened in 1997.

Track president Bill Miller said several factors probably worked against another sellout: It was the speedway's third race within nine months, the sport is relatively new to Southern California, and the area was socked with 10 inches of rain leading up to race week.

"There are a lot of elements that go into saying 'What is a successful event?' I go to the sponsors, to the industry people, to NASCAR, the people who are out there, and they're saying this has been a successful weekend. It's just not gauged on one element. It is the whole package."

Miller refused to criticize Brian France's controversial decision to move this track's successful early May race last year to this late-February weekend, even though he conceded that last year's spring race drew a larger crowd, and this race comes two weeks in front of an expected sellout race at Bruton Smith's Las Vegas track three hours up the road.

Miller wouldn't say if he would press France to get that May race weekend back next season.

So what will Miller do to pump up attendance?

"You just keep driving the business and focusing on NASCAR, focusing on the excitement, focusing on what this facility has to offer. We sell guest services; we sell excitement; we sell the experience."

The teams now have a week off, with NASCAR's first ever visit to Mexico City for a Busch series race .

The Busch haulers are on their way today to Laredo, Texas, the shipping transfer point for their run to Mexico City for next weekend's NASCAR race at the Hermanos Rodriguez course.

Teams are sending their Mexico City road-racing machines from North Carolina to Laredo, where they will be put on the Mexico-bound haulers.

The California cars will then be put on trucks for the run back to North Carolina.

The haulers will run the 700 miles from Laredo to Mexico City in five convoys of 10 haulers, protected by security guards. Each truck driver will also have a personal security guard in the cab