By Stephen Hawkins
The Associated Press

FORT WORTH, Texas - Ryan Newman figured his chance of winning was gone when Dale Earnhardt Jr. passed him on the final restart with 46 laps left.

Newman had only two fresh tires, having gambled on the last stop for track position, when Earnhardt got the inside line going into the first turn. Earnhardt then raced by him to a lead of about 20 car-lengths in the Samsung/Radio Shack 500 on Sunday.

Then Newman started closing the gap on Earnhardt's ill-handling car, only to see Jeff Gordon, who along with the rest of the front-runners had taken four tires, making a charge behind him.

"When Junior got by me, I anticipated him checking out a little farther," Newman said. "When we started coming back, I was starting to get a little excited. Then when I saw the 24 catching me, I thought I was getting excited for nothing."

Newman later was celebrating his second NASCAR Winston Cup victory.

While holding off Gordon, Newman finally overtook Earnhardt with 11 laps left in the 334-lap race. The 25-year-old driver pulled his Dodge away to win by 3.405 seconds ahead of Earnhardt, who finished side-by-side with Gordon after bumping the four-time Winston Cup champion coming out of the final turn.

"It's going to be a very big confidence builder for the whole team," said Newman, last year's top rookie who moved from 15th to eighth in the season standings.

Earnhardt struggled with the handling of his Chevrolet all day, and said none of the countless adjustments made any difference.

"We were lucky to get a second-place finish, because we probably had a 13th-place car," Earnhardt said.

"We just beat him, that's pretty much it," Newman said. "We outraced him, and we raced other clean. If his car was that way, it was his deal."

Newman led four times for 77 laps to become the seventh driver to win in seven Cup races this season, the first in a Dodge. He averaged 134.517 mph in the race slowed by 10 cautions for 52 laps.

Seven drivers also have won the seven races at the 11/2-mile Texas Motor Speedway.

Jerry Nadeau drove his Pontiac to a fourth-place finish, his first top 5 in more than two years. Mark Martin finished fifth in his Ford, ahead of Roush Racing teammate and defending race champ Matt Kenseth.

Newman took the lead on lap 224 during a caution period in the middle of a series of green-flag stops. He wasn't among the lead-lap drivers who had already made stops before the yellow flag waved, and went in front for all but one lap under caution while making his two-tire stop.

Earnhardt was second when the green flag came out for the restart on lap 289 and quickly went ahead. Newman caught up at the finish line on lap 323 and pulled ahead to stay, setting up a battle for second behind him.

Gordon passed Earnhardt on lap 333, but was bumped on the final straightaway and finished inches behind - by two-thousandths of a second.

"We slid around and bumped and banged. It was fun," Gordon said. "If it had been for first, it would have been a lot different. But since it was second and I'd like to get some points, I just figured we could come out wherever we were supposed to."

Gordon moved from 10th to sixth in points, 226 points Kenseth, while Earnhardt made a two-spot jump to third (166 behind). Kurt Busch remained second, trailing his Roush teammate by 155 points after finishing ninth Sunday.

Elliott Sadler led a race-high 91 laps, but his day ended when he got loose coming out of the second turn on the 169th lap. His Ford scraped the outside wall before sliding across the track and nose-first into the inside wall.

Sadler's crash was caused by a flat right rear tire, one of the scuffed tires the team had gotten from Bill Elliott after he blew an engine on the restart on lap 47 after leading 43 laps.

On the same lap pole-sitter Bobby Labonte was black-flagged for driving too slowly in his battered car, something broke in Tony Stewart's engine. They rolled into the pits together, ending a strange weekend for the Joe Gibbs Racing teammates.

Stewart was in a backup car after the Cup champion's primary Chevrolet failed inspection Friday and was impounded by NASCAR for not meeting exact specifications for an area on the back.

Labonte dropped to fourth on the first lap and never led, damaging his car in contact with another car and later crashing into the wall. Even after extended repairs, he couldn't maintain minimum speed. Stewart finished 34th, three spots ahead of Labonte.