PHILADELPHIA (AP) -The Phillies' two-out rally tied the game. The Dodgers' two-out burst won it.

All those late-game runs gnarled Joe Torre's nerves, but the Dodgers manager at least got to celebrate a win.

Russell Martin hit a tiebreaking double in the 10th inning and Matt Kemp followed with an RBI double to lift Los Angeles over Philadelphia 5-3 Thursday.

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``My stomach is not good,' Torre said. ``To digest it all and to be able to do this, tells you something about our team.'

Chad Durbin (1-1) retired the first two batters, then walked Andre Ethier. Martin doubled for a 4-3 lead and after an intentional walk, Kemp delivered.

The Dodgers, minus the suspended Manny Ramirez, won two of three in a rematch of the NL championship series.

Jonathan Broxton (4-0) earned the win despite blowing a two-run lead with two outs in the ninth. Ramon Troncoso pitched a scoreless 10th to earn his second save, striking out Ryan Howard with a runner on to end it.

``We're not playing good,' Phillies manager Charlie Manuel said. ``We don't look good.'

The Phillies briefly looked good when they wrecked a strong outing from Chad Billingsley with a two-out, two-run rally in the ninth against Broxton that made it 3-all.

Broxton struck out the first two batters, then allowed a single and a walk. Torre walked to the mound to visit his closer, then Carlos Ruiz doubled to right to score the runners and send the crowd into a frenzy.

The Dodgers won for the third time in seven games since Ramirez was penalized 50 games for using a banned drug. The Dodgers have the best record in the NL at 24-12 and are off to Florida for a series with the Marlins.

Dodgers shortstop Rafael Furcal spoke with Ramirez a few days ago and received some pointers from the dreadlocked star on his swing.

``He seemed OK,' Furcal said. ``He was maybe a little down, but we're behind him.'

Torre said there was a chance Ramirez could appear in Miami to talk to his teammates.

``It's a distraction, but I don't mind distractions as long as you can leave it (in the clubhouse) and not take it out there,' Torre said. ``Don't deny or ignore that's a distraction.'

Torre hoped Ramirez would visit his teammates and start to put the stain of his suspension behind him.

``When we initially see him, with what I sense is embarrassment and the fact that's he let everybody down, in his mind, I think he's probably going to be a little tentative,' he said. ``That's why the sooner you get that stuff out of the way, the better so he can just get into working out. When the time comes, he'll show up and work out with us. I think eventually by the time he's ready to come back, by that time he'll hopefully get his personality back up.'

By that time, Billingsley may be on his way toward the All-Star game.

Billingsley struck out nine, gave up three hits in seven strong innings and was set to become the NL's first six-game winner until the bullpen failed him.

Jimmy Rollins, back at the top of the Phillies' lineup after a two-game stint in the No. 5 hole, opened the game with a double and scored on Howard's sacrifice fly. The Phillies could do little else against Billingsley.

Making his first start against the Dodgers since Game 5 of the NLCS, Cole Hamels returned to his postseason form and pitched seven solid innings. He's already had a sore left elbow, bruised left shoulder and sprained left ankle that led to a shaky first month of the season.

The MVP of the World Series and NLCS ran into more bad luck in the third, this time on the field. Casey Blake was on second with a double when Furcal hit a hard grounder to shortstop that Rollins tried to backhand. The ball knocked off the heel of his glove for an error and an unearned run that tied the score at 1.

Hamels struck out nine over seven innings.

``I don't know what would be better,' Hamels said. ``I'm going out there and competing as best as I possibly can.'

James Loney hit a tiebreaking solo homer in the seventh. Brad Lidge continued to scuffle and allowed Blake's sacrifice fly in the ninth to make it 3-1.

``To do something like this on the road means a lot to us,' Torre said.

Notes: The Dodgers optioned RHP James McDonald to Triple-A Albuquerque and called veteran LHP Eric Milton. Milton will start Saturday in place of Jeff Weaver. ... The Phillies went 2-4 on their six-game homestand. ... The Phillies will visit with President Barack Obama on Friday before they play the Nationals. They will be honored for their 2008 World Series championship. ... Phillies 2B Chase Utley was hit by a pitch for a team-record 89th time.