Penske, whose elite team has won 14 poles and 14 races at the Indianapolis Motor Speedway — both records — watched and waited while all the other contenders for the top qualifying spot in the May 27 race made early qualifying runs.

Dario Franchitti, one of five entries for Andretti Green Racing, posted a four-lap, 10-mile average of 227.191 mph during an early flurry of qualifying and then stood by for five hours before two-time Indy winner Castroneves finally knocked him off the top spot in the final five minutes of the first of four days of time trials, earning his second Indy pole.

But it wasn't all that easy.

Under Indy's new qualifying procedure, each driver was allowed up to three chances to qualify on the opening day. That meant everyone had to make decisions when to go, whether to sit on an early qualifying effort or withdraw that speed and try again.

Today's session started at noon and Penske, waiting for the cooler temperatures of late afternoon, finally sent Castroneves out for a qualifying run just after 4 p.m.

His 224.988 was good enough for fourth at the time, but it wasn't even close to knocking Franchitti off the top spot.

Sam Hornish Jr., the other Penske Racing driver and last year's pole and race winner, then made his first attempt and looked like he was going to surpass Franchitti before a bobble on his second lap nearly put him in the wall.

He came away second at 225.145 and promptly withdrew that speed. Hornish remained in the car as his team pushed him back into the qualifying line and he went right out and tried once more.

This time, Hornish ran three strong laps over 225 and again appeared ready to beat Franchitti, but another bobble on the final lap again left him well short of the pole at 225.109.

That's the way it stayed until Castroneves, whose team made a gear change in the interim, took to the track again, withdrawing his earlier speed.

There was no question the second time, with four laps ranging from 225.652 to 225.920 adding up to an average of 225.817 and the top spot.

But it wasn't over yet.

Tony Kanaan, another former Indy pole winner, withdrew an earlier speed of 224.618 and drove onto the 2.5-mile oval just before the final gun sounded.

His first three laps were just fast enough to relegate Castroneves to second place, but the final lap slipped to 225.358 and his overall average of 225.757 was only good enough to shove Franchitti to the outside of the front row.

"The decision to go out there, you never know what you're going to do," Castroneves said. We did a little change to the car and you know what, and you guys are never going to know (what we did)."

Kanaan was admittedly disappointed.

"I would say I lost the pole position on two things," Kanaan said. "I was too fast on the warmup lap ... I think I brought it up to speed too quick. But things happen so quick, and that's the difference between starting on the pole and starting second."

"Congratulations to Helio. Penske is always Penske at this place."

The dramatic two-hour finish was everything IRL president Brian Barnhart hoped for in the new qualifying procedure that was actually adopted in 2005 but used for the first time Saturday because of rain on the first day the last two years.

"I guess it worked out pretty well," Barnhart said. "We'll see how the other three days go."

The 70-year-old Penske, whose passion for Indy burns as bright as ever, said he loves the new qualifying format.

"I think the most exciting part was there was many opportunities to try things, like we did with Sam," Penske said. "We really rolled the dice there at the end and, of course, we knew Kanaan was one of the strongest all month, so we knew it was a real challenge. But that 14th pole is great, to get off that No. 13.

"I think that one part of your head says, 'Look, you need to stay cool here because you can get in trouble.' So you're always on that edge, but I think you need to be on that edge to win."

Only 11 drivers locked in starting spots today, with 11 more to be determined Sunday, 11 more next Saturday and then a final session to allow for the possibility of bumping out the slowest drivers next Sunday. The 33 fastest cars will start the race.

Target Chip Ganassi Racing drivers Scott Dixon and Dan Wheldon, the prequalifying favorites after pacing practice all week, both came up short despite posting early speeds and then withdrawing them and going out again in the last hour.

Dixon wound up fourth at 225.122, followed by Hornish and then 2005 Indy winner Wheldon at 224.641.

The third row is made up of Ryan Briscoe at 224.410, Danica Patrick at 224.076 and Marco Andretti at 223.299, with Tomas Scheckter on the outside of the fourth row at 222.877 and Michael Andretti in the 11th and final first-day spot at 222.789.

Michael Andretti, co-owner of Andretti Green Racing, which also fields cars for Kanaan, Franchitti, Patrick and Marco, his son, had one of the most nerve-racking afternoons as he sat "on the bubble" throughout the last hour waiting to see if anybody would knock him out of the lineup and into Sunday qualifying.

At one point, his team pushed Michael's car into the qualifying line but, when it came to his turn to go out with less than 30 minutes to go, Andretti pulled out of line and took his chances.