The finish was worth the wait for Ryan Hunter-Reay, who used a series of daredevil moves to deny Helio Castroneves a chance at history.
Hunter-Reay became the first American since 2006 to win the Indianapolis 500, passing Castroneves at the Yard of Bricks as the two bright yellow cars raced wheel-to-wheel under the white flag in a thrilling final lap.
As Hunter-Reay surged ahead down the backstretch, Castroneves took one final look coming out of turn four, but couldn't pull off the pass.
Hunter-Reay won by 0.060 seconds - the second closest finish in race history since Al Unser beat Scott Goodyear by 0.043 seconds in 1992.
''I'm a proud American boy, that's for sure,'' Hunter-Reay said in Victory Lane.
''I've watched this race since I was sitting in diapers on the floor in front of the TV. This is American history, this race, this is American tradition.''
Castroneves, trying to become the fourth driver to win a record fourth Indianapolis 500, settled for second. He was devastated by the defeat and needed several moments to compose himself, slumped in his car, head down and helmet on, before he was ready to speak.
The Brazilian said a caution with 10 laps to go that caused a red flag so track workers could clean up debris and make repairs to the track wall broke his rhythm.
''It was a great fight,'' he smiled.
''I tell you what, I was having a great time. Unfortunately second. It's good, but second sucks, you know what I mean?''
Marco Andretti finished third and Carlos Munoz was fourth as Andretti Autosport had three cars in the top four, as well as the winner.
Kurt Busch, also in a Honda for Andretti, was sixth in his first race of the day. He left immediately after the race to fly to North Carolina for Sunday night's Nascar Sprint Cup race, where he was expected to run 600 miles (966km) in his bid to become just the second driver to complete 1100 miles (1770km) in one day.
Three other drivers made the attempt, but only Tony Stewart in 2001 completed The Double. Stewart was sixth at Indy and third at Charlotte Motor Speedway.
''All in all, I'm very pleased. I cannot believe the execution of this team,'' Busch said before hustling away to a helicopter ride to his waiting plane.
''I tried to enjoy it. My throat's real dry because I was smiling the whole time and the fresh air was coming in my mouth.''
Marco Andretti appeared to have a shot at the win, but never could mix it up with Hunter-Reay and Castroneves as the two leaders swapped position four times in the final five laps.
''Ryan's just been a huge part of our team, a great guy, a friend,'' said Michael Andretti, who won for the third time as a team owner and watched his son finish third.
''To have him get a win here is awesome, he deserves it, he deserves to have his face on that trophy. If it couldn't be Marco, he's the next guy I wanted.''
A year ago, Hunter-Reay was passed for the lead with three laps remaining and went on to finish third as the race finished under caution. He was leading Sunday and had control of the race until Townsend Bell's crash brought out the red flag. Hunter-Reay figured his chances were over.
''I can't get a break,'' he lamented on his team radio.
But after swapping the lead with Castroneves three times, including a dramatic inside move in Turn 3, Hunter-Reay made the final and decisive pass as the two cars took the white flag.
''At the end of the day there's stupid and bravery, and I think we were right there on the edge, both of us,'' said Castroneves.
''I'm glad we both come out in a good way. I'm sad it did not come out the way I wanted.''
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