DENVER -- Justin Tucker kicked a 47-yard field goal with 13:18 left in the second overtime, capping a remarkable last-ditch comeback as the Baltimore Ravens ousted the top-seeded Denver Broncos 38-35 in an AFC divisional playoff Sunday.
Playing in bitter cold, Joe Flacco forced the game into overtime when he passed 70 yards for a touchdown to Jacoby Jones with 31 seconds left in regulation.
Corey Graham set up the decisive score when he intercepted Peyton Manning for the second time -- he returned the first pick for a TD -- to give the Ravens the ball at the 45-yard line.
Flacco, who completed 18 of 34 passes for 331 yards and three touchdowns, mostly fed the ball to Ray Rice from there. The Ravens moved the ball to the 29-yard line, where Tucker came on to kick the winner.
Baltimore's upset kept alive the career of linebacking great Ray Lewis, who announced earlier he plans to retire after this season.
The Ravens advance to the AFC title game next week against either New England or Houston, which meet Sunday in the other divisional playoff.
Manning, who fell to 0-4 in playoff games played in temperatures below 40 degrees, completed 28 of 43 passes for 290 yards and three touchdowns, including a go-ahead score midway through the fourth quarter. But he had three turnovers leading to 17 Ravens points.
With the temperature at kickoff of 13 degrees, the game was the second coldest ever in Denver and the coldest home postseason game in team history.
Manning had scoring passes of 17 yards to Demaryius Thomas, 14 yards to Knowshon Moreno and 15 yards to Brandon Stokley.
The scoring pass to Thomas came midway through the fourth quarter, snapping a tie. On a play-fake, Manning tossed the ball to Thomas in the flat on a bubble screen and the receiver weaved downfield for the score for an emphatic finish to a drive aided by two defensive penalties on the Ravens.
Flacco responded by driving the Ravens to the Denver 31. But on a fourth-and-5 play, Flacco's pass intended for tight end Dennis Pitta was broken up by safety Mike Adams, giving possession to the Broncos with 3:12 to play.
Denver made two first downs before punting, giving the Ravens one more chance with 1:09 to play and the ball at their 23. Somehow, Jones ran past double coverage by cornerback Tony Carter and safety Rahim Moore and Flacco lofted the ball to the open Jones for a 70-yard touchdown with 31 seconds remaining in regulation.
After a touchback on the kickoff and despite still having two timeouts, the Broncos had Manning take a knee to run off the final seconds of regulation and the game went into overtime.
Manning committed a second turnover leading to a Ravens score when he was sacked by defensive end Pernell McPhee and fumbled. Linebacker Paul Kruger recovered at the Denver 37 and Ray Rice broke loose on a 32-yard run, setting up his 1-yard touchdown run that tied it 28-all with 20 seconds remaining in the third quarter.
Trindon Holliday, picked up by Denver after being released by Houston earlier this season, put the Broncos up when he opened the third quarter with a 104-yard kickoff return.
Holliday, who opened the scoring in the first with a punt return for a score, allowed his blockers to clear a path in the middle of the field, burst through the hole and outran the pursuit. He got a big hug from Broncos coach John Fox when he returned to the sideline.
After a missed field goal attempt late in the second quarter gave the Ravens a short field, Flacco and Smith went after Pro Bowl cornerback Champ Bailey again. This time, Flacco connected on a 32-yard scoring strike to Smith, who outjumped Bailey to make the catch before covering the last few yards to the end zone to Baltimore into a 21-21 tie at the half.
On the play, Smith became the first Ravens player in team history with multiple touchdown catches in playoff game.
The teams combined for a furious scoring pace early on, beginning with Holliday's 90-yard punt return for a touchdown for Denver less than three minutes into the game. Only one Ravens player managed to get a hand on Holliday, but he sidestepped the attempted tackle and outran the pursuit en route to the longest postseason punt return for a touchdown in NFL history.
The Ravens answered quickly with two scores. Smith streaked past Bailey and Flacco hit him in stride for a 59-yard touchdown pass.
Corey Graham then picked off a deflected pass that Manning tried to squeeze through a tight window to Eric Decker. Graham returned the interception 39 yards for a touchdown and a 14-7 Baltimore lead.
Manning responded with touchdown passes to Stokley and Moreno, who was knocked out of the game in the third quarter with a knee injury.
Stokley rolled off a jam by Graham and made a diving catch along the right side of the end zone. Manning went 5 of 5 while operating out of the no-huddle during an 86-yard drive ending in a 14-yard scoring pass to Moreno.
NOTES: The Broncos were without CB Tracy Porter, who suffered a concussion in the final regular-season game against Kansas City two weeks ago. ... In a roster moves earlier this week, the Ravens activated CB Asa Jackson after completion of his four-week league-imposed suspension and placed guard Jah Reid (toe) on injured reserve. ... The 59-yard touchdown strike to Smith was the second-longest in Ravens' postseason history. ... Graham's interception marked the fifth time in the playoffs that a Ravens player had returned a pick for a TD. ... Moreno's first career postseason TD also marked the first time a Broncos RB caught a touchdown pass in a postseason game since Howard Griffith snagged one in the 1998 AFC championship game. ... Broncos rookie CB Omar Bolden left the game in the second quarter with a left shoulder injury.