The second round of green-flag pit stops for fuel began on lap 381, as Earnhardt got past Mears for second place on the following lap. Mears lost third place to his teammate Johnson on lap 390. Johnson made his pit stop on the next lap and avoided a collision with Mears. Stewart drove slowly down the pit road on the 393rd lap because he was two laps short of fuel, allowing Earnhardt to move into first place before his own stop one lap later. Hamlin took over the lead before his pit stop on lap 395, allowing Mears to take over the first position. By lap 398, Mears held a ten-second lead over Yeley, who was closing the gap, and felt his car was tight when he drove right, but held a strong line at the track's bottom when he moved out of traffic. Mears conserved fuel after slowing his pace following persuasion by his crew chief Darian Grubb; he maintained his lead for the remaining two laps to win his first race in the Nextel Cup Series. He ran out of fuel on his cool-down lap; his engine cut out shortly after crossing the start-finish line. Yeley finished second, ahead of Petty in third, who secured his first top-five finish since the 1997 MBNA 400. Sorenson was fourth and Vickers came in fifth. Stewart, Rudd, Earnhardt, Hamlin and Johnson completed the top-ten finishers. The race had thirteen cautions and 29 lead changes among 15 drivers. Kurt Busch's total of 107 laps led was the highest of any competitor. Mears led for one period in the race, for a total of six laps.