Cyclist made the turn at Devil's Playground on the Pikes Peak Highway during the Pikes Peak Cycling Hill Climb on Sunday (July 21, 2013.)

VIDEO: Leroy Popowski makes his break for the win
PHOTOS: Pics from the Pikes Peak Cycling Hill Climb

With two of the best climbers in the business clinging to his back tire, Leroy Popowski had had enough.

He inhaled the thin air high above timberline, then stomped on his pedals and powered to victory on Sunday in the Pikes Peak Cycling Hill Climb.

"I couldn't lose in my own backyard," said Popowski, a 38-year-old optometrist from Colorado Springs.

Chris Carr and Rory Kelly, teammates on the Denver Fit Loft crew, had tagged along behind Popowski for about five miles as the cyclists churned through the famous "W's" section of the Pikes Peak Highway.

(This cycling coverage is brought to with the support of the O'Boyle Real Estate Group.)

"They finally caught me and started doing a punch,

counter-punch," Popowski said. "When they started that I knew I had to throw down and go."

Though he weighs only 145 pounds, Popowski's power on a bike is well known. He won eight hill climbs last year and is undefeated in three tries on Pikes Peak.

Sunday's climb to the 14,115-foot summit was his second ascent of a Colorado 14er in two days. All three cyclists battled in the Mt. Evans Hill Climb on Saturday, with Carr taking the win. Popowski was second and Kelly placed third.

With his legs nearly numb, Carr said he had no answer to Popowski's final push to Pikes Peak's summit.

"He looked back and put in a surge and I almost came to a stop while I gathered myself," Carr said.

Popowski covered the twisting 12.4-mile course in 1 hour, 11 minutes, 6.43 seconds. Carr and Kelly finished second and third respectively, about 27 seconds behind.

In the women's race, Lisa Tumminello, 43, of Steamboat Springs, took the win in 1:35:45:55, while second-place Sue Stokes (52, Breckenridge) was 19 seconds off the winning pace.

They were first and second at Mt. Evans, as well, but hinted that the Pikes Peak race may be more difficult.

"We kept looking for more gears," Tumminello said. "A couple of times I looked down to see if I had a flat tire."

About 150 riders reported to the starting line as the first light filtered through the trees above Crystal Reservoir. There is no qualifying for the race, which is open to anyone courageous enough to take the challenge. Many riders take their time and enjoy views stretching to horizons hundreds of miles distant.

Simon Gutierrez, a three time winner of the Pikes Peak Ascent, a running race from Manitou Springs to Pikes Peak's summit, piloted an Elliptigo (an elliptical with wheels) up the mountain.

He had fun, but Pikes Peak takes it's toll on your body, whether you run or ride.

"Man, that hurt a little, my back and my legs. I think I'll stick to running," Gutierrez said.