Taylor Barton of Las Vegas completed a thrilling last-lap pass on longtime race leader Tom Lovelady to win tonight's 140-lap Fall Classic Presented By Bank of America Super Late Model feature.

Perhaps Gladys Knight & The Pips' 1974 hit, "It's All Over But The Shoutin'," should have been selected as the race's theme song as the annual 140-lap grind has a habit of making one man a hero while others are sent home with bruised egos and less-than-complete race cars.

The starting lineup for the race changed even before the opening green flag was thrown.  Chris Clyne, who set fast time during Friday qualifying and was slated to start from the pole position, was disqualified for using illegal tires.  Greg Pursley, of Santa Clarita, Calif., became the new polesitter and was flanked by Taylor Barton on the front row.  The race got off to a rousing start as Pursley led lap 1 while Fabian Bray, Jimmy Parker Jr. and Tom Buzze crashed in the first turn. Pursley relinquished the lead by pitting during the first-lap caution period and local hero Tom Lovelady became the new race leader.

Lovelady led the next 69 laps - through numerous caution periods - until the race was halted at lap 70 for a scheduled refueling stop.  Trailing Lovelady at the halfway point were Shelby Thompson, Barton, Travis Swalwell and Scott Gafforini.  NASCAR Nextel Cup Series star and Las Vegas native Kyle Busch had carved his way through the field from the back row to sixth place by the fuel break.  It was only a matter of time, it seemed, that Busch would catch the race leader and battle him for first place.  Busch was on a roll, having won the NASCAR Craftsman Truck Series race at Phoenix on Friday night and also capturing the NASCAR Busch Series race on Saturday afternoon.

Lovelady resumed command on the restart and Busch moved into fourth place on lap 72.  By lap 87, Busch had taken third place and set off in hot pursuit of Thompson, who trailed Lovelady in second place.

On lap 96, Busch and Thompson were locked in a heated, side-by-side battle for second place when the pair made contact and Kyle spun backwards into Turn 1.  Neither car sustained significant damage and race officials directed both drivers to restart the race at the rear of the field.  After a number of laps, Thompson eventually dropped to the rear of the pack but Busch opted to quit and drove his car to the pits.  With 10 laps remaining, Busch's helicopter was seen flying over the Bullring, ferrying him to the Las Vegas airport as he headed back to Phoenix for Sunday's NASCAR Nextel Cup Series event.

The final laps of the race had the crowd on its feet as Rich Attisani spun in Turn 2, bringing out the caution flag on lap 138.  Lovelady retained the lead on the restart, only to see the caution flag fly again as Matt Jaskol spun in the same corner.  Barton lined up behind Lovelady on what would be the final restart and the 140-lap marathon was reduced to a one-lap shootout.  Barton passed Lovelady on the back straightaway and led only one-half of one lap to claim the $5,000 first prize and a popular victory.

To say Barton was exuberant in victory lane would be an understatement.  After thanking everyone on his crew - not to mention Tamara, the Bullring's reigning burnout contest queen and the summer's "Transformers" motion picture (a sponsor on his car) - a joyful Barton gushed, "The last lap is the only one that counts.  It's all in the heart - I dug down deep and I did what dad and (crew chief) Billy Mitchell told me to do." 

Lovelady drove wide in Turn 4 on the final lap and was passed by Travis Swalwell and Justin Lofton.  Lovelady, who led for 139 of the race's 140 circuits, was forced to accept a heartbreaking fourth-place finish.

Thompson was credited with a 17th-place finish while Busch was paid for 19th.

Steve Harwell, lead singer of the pop rock group Smash Mouth, failed to qualify for the Fall Classic after crashing during the third Super Late Model heat on Friday.

The 100-lap, $2,500-to-win Late Model feature was won by Nick Joanides.  A number of the race's frontrunners, including Doug Hamm, Eric Richardson, Robert Ewing and Kevin Callahan were eliminated on lap 93 in a spectacular crash in Turn 1.  Only 13of the race's 26 starters completed the race. Eric Martin, who finished fourth, was disqualified after his car failed to pass post-race technical inspection.

Zach Zimmerly led all 40 laps of the Legends Cars feature to visit the Bullring's victory lane for the second time this season.

Phil Goodwin won the 40-lap Charger feature, followed by Utah's Mike Heck and Darren Rollins.

The 15-lap Super Late Model B-Feature was won by Linny White.  Brian Jones won the 15-lap Late Model B-Feature.  Greg Pursley won the $250 Budweiser Super Late Model Dash.

Dylan Kwasniewski won the 20-lap Bandolero feature. Jonathan Eakin finished second, Robert D'Ambra was third and Cheyanne Schindler crossed the finish line in fourth place. 

140-lap Fall Classic Presented By Bank of America Super Late Model feature: 1. Taylor Barton, 2. Travis Swalwell, 3. Justin Lofton, 4. Tom Lovelady, 5. Linny White, 6. Andy Allen, 7. Scott Gafforini, 8. Mike Haslam, 9. Justin Johnson, 10. Matt Jaskol, 11. Rip Michaels, 12. Charlie Wahl, 13. Zan Sharp, 14. Rich Attisani, 15. Fabian Bray, 16. Brian Fitzgibbons, 17. Shelby Thompson, 18. Dave Quartero, 19. Kyle Busch, 20. Jimmy Parker Jr., 21. Brandon Loverock, 22. Greg Pursley, 23. Jeff Wulfenstein, 24. Sean Woodside, 25. Tom Buzze, 26. Charles Price.

100-lap Late Model feature (revised): 1. Nick Joanides, 2. Chris Carmody, 3. Victor Pfluger, 4. Todd Burns, 5. Ray Robinson, 6. Dan Howell, 7. Brian Koski, 8. Joe Deguevera, 9. Chris Bray, 10. Dave Campoverde, 11. Tim Huddleston, 12. Jim Sloane, 13. Doug Hamm, 14. Robert Ewing, 15. Eric Richardson, 16. Kevin Callahan, 17. Craig Rayburn, 18. Brian Jones, 19. Ryan Partridge, 20. Jace Meier, 21. Clay Wattenbarger, 22. Lindsey King, 23. Jameel Saied, 24. John Spilotro, 25. Brian Wong, 26. Eric Martin (DQ).

40-lap Charger feature: 1. Phil Goodwin, 2. Mike Heck, 3. Darren Rollins, 4. Austin Murphy, 5. Mario Opipari, 6. John Wright, 7. Rich Delong III, 8. Brian Matzke, 9. Tim Masserang, 10. Drew Dixon, 11. Becky Torbergson, 12. Terry Lydell, 13. Jeff Bargerhuff, 14. Jerry Gentry, 15. Vince Raucci.

40-lap Legends Cars feature: 1. Zach Zimmerly, 2. Derek Frohlich, 3. Jeremiah Wagner, 4. Rowan Carey, 5. Jonathan Mawhinney, 6. Nick Parmelee, 7. Nick Carey, 8. Ken Neff, 9. Bear Rzesnowiecky, 10. Jack Madrid, 11. Karl Forman, 12. Brandon Snow, 13. Andrew Anderson, 14. Beau Hutchinson, 15. Brandon Giannini, 16. Cody Swanson, 17. Jovan Halen, 18. Matt Hart, 19. Michael Abbate, 20. Larry Toddy, 21. J.K. Snow, 22. Trevor Christiani, 23. Fletcher Hammond, 24. Candice Clark, 25. Jay Beasley, 26. Jacob Bishop, 27. Romano Cionni, 28. Bobby Ruppert, 29. Mike Pulliam, 30. Brecken Snow, 31. Jeffrey King, 32. Frank McCourt.

50-lap Bomber feature finish (Friday): 1. Larry Dittman, 2. Gary Wyatt, 3. J.J. Nunn, 4. Joe Crouch, 5. Billy Bob Grasser, 6. Anthony Finley, 7. Fred Harding, 8. Nick Walters, 9. Bryan Gerald, 10. Chris Bosley, 11. Wade Pearson.

50-lap Modified feature finish (Friday): 1. Scott Winters, 2. Michael Hale, 3. Jay Linstroth, 4. Trevor Boys, 5. Mark Ith Jr., 6. Michael Morrissey, 7. Guy Young, 8. Gary Rodriguez, 9. Rick Taylor, 10. Wayne Morris Jr., 11. Wheeler Boys, 12. Bryan Wordelman, 13. Gary Glenn, 14. Tom Hynes, 15. Lynn Hardy, 16. Dean Olson, 17. Merl Fitzpatrick, 18. Jentry Pisca, 19. Scott Osborn, 20. Jerry Walton, 21. Jeff Verlin, 22. Sebastian Couture, 23. Eddie Laws, 24. Pat Petrie, 25. Dennis Lovelady, 26. Tim Richter.