Ann Arbor: Oussama Mellouli and Cesar Cielo proved too much for Michael Phelps as the US Olympic swim star settled for two runner-up finishes on the last day of the Michigan Grand Prix.
Brazil`s Cielo, the world record-holder and world champion, held off Phelps in the 100m freestyle.
Mellouli, the world and Olympic champion in the 1,500m free, was a more surprising winner over Phelps in the 200m individual medley.
Phelps, whose unprecedented eight gold medals at the Beijing Olympics included the 200m medley, led the race with 50m remaining but was overtaken on the closing freestyle leg by Mellouli, who won in 1:59.42. Phelps finished in 1:59.63.
Mellouli, who won the 200m breaststroke on Saturday in another departure from his usual events, was delighted with the win.
"It was fun! I haven`t done a 2-IM in a while," he said. "It`s really fun when you surprise yourself in these events."
Swimming three lanes away from Phelps, Mellouli admitted he sneaked a look at the American great as they stormed home.
"I was just swimming my own race and I took a quick peek at him toward the 25-meter mark," Mellouli said. "I just put my head down and raced to the wall at the end."
Cielo`s victory was less surprising. After all, the Brazilian sprint star is the Olympic 50m free champion, world champion in the 50m and 100m free and world record-holder in both.
He took the lead early and finished in 49.12, with Phelps second in 49.48.
"I hate losing, no matter what event, no matter how out of shape, tired, broken down - you can say whatever you want," Phelps said. "I don`t care. I hate it."
Neither could match the 48.89 that Phelps delivered in winning the event at the Indianapolis Grand Prix last month.
Phelps emerged with five victories in five races in Indy, but won three in three days here.
After winning the 200m free and 100m fly on Friday, Phelps won the 100m backstroke on Saturday, but also finished a surprising fourth in the 200m butterfly.
The next USA Swimming Grand Prix meeting is May 12-15 in Charlotte, North Carolina.
"There are a lot of things on the to-do list, there are a lot of things that need to change," Phelps said.
"The small things are what are going to add up to the big picture at the end of the road and that`s what I need to get in my head and put them into use and not just talk about them any more."
Tyler Clary notched an impressive victory in the 200m backstroke, clocking 1:56.61 to finish comfortably ahead of world record-holder Ryan Lochte (2:00.21).