TALLADEGA, Ala. — The race was there to win. All Bobby Hamilton needed was a little push.

"I couldn't believe it," Hamilton said Sunday after shooting out of a massive pack two laps from the end to win the caution-free Talladega 500. "I was running maybe fifth or sixth on the outside and I could hold on by myself. To win it, though, I needed some help."

It came in the form of Andy Petree Racing teammate Joe Nemechek, who suddenly popped up behind Hamilton's No. 55 Chevrolet and gave him a big push past Tony Stewart.

Just like last October's race at Talladega Superspeedway and the disastrous Daytona 500 in February — which included a terrifying 19-car crash and another accident in which NASCAR superstar Dale Earnhardt was killed — this race featured nearly constant two- and three-wide racing by most of the 43-car field.

Nobody was able to dominate, although Sterling Marlin, Dale Earnhardt Jr., and Stewart did take turns leading the race for extended periods.

In the end, though, it was Hamilton at the front of a long line of cars on the high side of the 2.66-mile oval, that chased down Stewart's Pontiac two laps from the end of the 188-lap event.

"I got lucky that Joe was behind me," said Hamilton, whose last victory came in Martinsville, Va., in April 1998. "I'm not sure we could have won the race without him back there."

It was the first NASCAR race without a caution period in nearly two years and the third-fastest 500-mile race in NASCAR history.

Stewart, who had led from lap 162, appeared solidly in control until Hamilton suddenly appeared in his mirrors. Stewart, still trying for his first win of the year after leading the series with six last season, tried to block Hamilton, but the challenger was able to slip past as the leaders went into the first turn of lap 187.

"I kept watching the mirror down the backstretch (on lap 186)," Stewart said. "Hamilton getting bigger and bigger. I knew he wasn't going to go away."

Hamilton and Stewart battled to the end, with the winner crossing the finish line 0.163 seconds — about two car-lengths — in front. A five-wide pack of more than 20 cars followed the two leaders, with rookie Kurt Busch hanging on to third, followed by Mark Martin and Bobby Labonte.

It took NASCAR about 30 minutes, using video and the computer scoring to sort out the finishing order behind fifth place.

Nemechek was eventually scored in sixth, followed by Johnny Benson, Earnhardt Jr., late-place starter Mike Wallace and Jeff Burton. Marlin, who led four times for a race-high 51 laps, was shuffled all the way back to 23rd.

Hamilton, who earned his fourth career win and gave Andy Petree his first victory as a car owner, said, "I got pretty emotional in the race car. I was so tired I couldn't even bring up any tears. And I thought if I started crying, I wouldn't be able to stand up when I got out of the car. But I could hardly stand up anyway."

Petree, who won races here as a crew chief for Earnhardt Sr., Phil Parsons and Harry Gant, said, "I'm in a dream world. This is unbelievable."

Although the only wreck here last October — the first race in which new aerodynamic rules were imposed by NASCAR that allowed closer racing and more passing — came after the checkered flag, this one was less wild, although not much less spectacular.

The 37 lead changes didn't approach the 49 in that fall Talladega race or at Daytona in February, but the 26 different drivers that led matched the modern Winston Cup record set here in 1986.

"I was afraid we'd wait until the end and wreck. The drivers just deserve a gold medal," Martin said. "Everybody took care of everybody else. The job they did was incredible."

Hamilton praised NASCAR president Mike Helton and fellow driver Michael Waltrip, the Daytona winner, who both spoke a the prerace drivers' meeting and cautioned the competitors to take care of each other.

"We don't have to run over each other on the third lap," Hamilton said. "It got pretty hairy with about three laps to go, but that's OK because that's crunch time. We dodged a bullet out there and proved we could do it."

It was the first Winston Cup race without a caution flag since Dale Jarrett, the current series leader, won in June 1999 at Michigan International Speedway. There also was a caution-free race in Talladega in the spring of 1997.

"It just felt like 188 laps went faster than a quarter goes in Las Vegas," Busch said. "It feels great to have a safe race like that."

With NASCAR requiring carburetor restrictor plates in Talladega to keep the cars under 200 mph, Stacy Compton's pole qualifying speed of 184.861 mph was the slowest in the 32-year history of this track.

But, with the green flag waving from start to finish, Hamilton's average speed trailed only the 188.354 by Martin in the 1997 caution-free event and the 186.288 by Bill Elliott in an unrestricted race in the spring of 1985.

Jarrett, who had won three of the previous four races this season, finished 18th on Sunday. Jeff Gordon, the defending race winner, led several times but wound up 27th and now trails Jarrett by 145 points after nine of 36 races.