BROOKLYN, Mich. — Matt Kenseth had a series of flashbacks during the final laps of the NASCAR Nextel Cup race at Michigan International Speedway.

The 2003 Cup champion, seeing Jeff Gordon closing on him and the checkered flag in sight, kept finding his mind wandering back to three races this season he could have won and didn't.

"I really was thinking about how not to lose this race," Kenseth said Sunday after winning the GFS Marketplace 400, his third victory of the season and 13th of his career.

"What I thought of was Las Vegas, Bristol and Chicago because we were in a position to win all three of them and I got run into twice and passed once," Kenseth said.

In all three of those races, Kenseth said an almost-sure victory disappeared because he wore out his tires on the final stint and allowed other drivers to catch him.

Not this time.

Kenseth easily kept four-time NASCAR champion Gordon at bay in the final laps of the GFS Marketplace 400 by conscientiously taking care of his tires after his final pit stop.

"I just tried to be a little smarter at the beginning of the last run, go slower and make sure I didn't use up the front tires," Kenseth said. "If he was faster than me, he was faster than me. If I would have overdrove the car any more or drove it any harder, I wouldn't have had anything for the end.

"The last three laps, the way it was, I was pretty much junk. That's all I had to work with, so I just did the best that I could with that. If he would have caught me and passed me, I couldn't have done anything about it."

The finish lacked the drama of last month's duel in Chicago, when Gordon caught Kenseth and then controversially spun him out of his way to race on by for the victory.

And although Gordon appeared to have a faster car at the end this time — he charged from 12th place on a restart with 36 laps to go in the 200-lap race — he ran out of time and finished 10 car lengths behind Kenseth's No. 17 Roush Racing Ford.

"I wish we had a few more laps," Gordon said. "I needed maybe three more and I would have been on his bumper. I would have liked to show him and everybody else I know how to pass him clean."

Kenseth solidified his hold on second place in the Cup standings, and is just 58 points behind leader Jimmie Johnson.

Johnson overcame a flat tire on the second lap of the race to finish 13th. He and Kenseth have all but clinched their spots in the 10-race Chase for the championship with only three races remaining until the start of NASCAR's playoffs.

Tony Stewart, the two-time and defending Cup champion, finished third, and was followed by Kasey Kahne, Mark Martin, Dale Earnhardt Jr. and Greg Biffle, all of whom are still fighting for spots in the Chase.

But four other drivers took big hits in their effort to make it to the Chase.

Jeff Burton, the pole-sitter, had engine failure after 17 laps and fell from fourth to ninth in the standings after a 42-place finish. Kyle Busch dropped two spots to seventh after he bounced off the wall and blew out a tire, leaving him in 39th place on Sunday.

Kurt Busch, the 2004 champion and Kyle's older brother, saw his chances of getting to the top 10 fade as he also had tire problems and hit the wall twice. He was 40th and fell from 12th to 14th — 279 points behind 10th-place Earnhardt.

Carl Edwards, who led 32 laps and was running in the top 10 with less than 30 to go, crushed a fender in a collision with another car and fell to 22nd. He moved ahead of Busch to 13th, but is 244 points out of 10th heading into Saturday night's race at Bristol.

Kenseth started third and led a race-high 87 laps.

He faded toward the rear of the top 10 after taking an early lead, but eventually showed some power in a give-and-take battle with Earnhardt for the lead just past the halfway point. He stayed on track on lap 131 when the other leaders pitted during one of the record 10 caution periods and remained on top most of the way to the end.

Kenseth, the 2003 Cup champion, took the lead for the sixth and final time on lap 169, passing rookie Clint Bowyer and pulling away.

While some of the top 10 drivers were shuffled, nobody fell out. Earnhardt, who led 40 laps before a slow pit stop pushed him back in the field, held onto 10th place. He's 49 points ahead of Kahne, his closest pursuer.