DENVER -- In a game filled with dramatic swings, Justin Tucker delivered the finishing touch and Joe Flacco used his arm to find an answer to every challenge.
Tucker kicked a 47-yard field goal with 13:18 left in the second overtime, capping a remarkable last-ditch comeback led by Flacco as the Baltimore Ravens ousted the top-seeded Denver Broncos 38-35 in a divisional playoff Sunday.
The Ravens advanced to next week's AFC title game against either New England or Houston by beating Peyton Manning for the first time in 10 tries and withstanding punt and kickoff returns for touchdowns by Trindon Holliday, the first player to do that in an NFL postseason game.
"Thanks for bearing witness to one of the greatest football games you're ever going to see," a drained but exhilarated Ravens coach John Harbaugh said.
"A punt return to start the game, a kickoff return to start the second half; innumerable plays back and forth in a battle. Our guys did not crack."
Playing in bitter cold, 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 touchdown -- 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 got the ball to the 29-yard line, where Tucker came on to kick the winner.
"I don't know if I'm amazed, but it was pretty incredible," Flacco said. "We overcame some things and fought to the very end. When some of those things did happen, none of us blinked. We just sat over there on the sidelines and said, 'Alright, our turn.'"
Baltimore's upset kept alive the career of linebacking great Ray Lewis, who announced earlier he plans to retire after this season.
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. The Broncos had come into the game riding an 11-game winning streak.
"It was a very disappointing finish to the game," Manning said. "You can go through a lot of plays -- certainly offensively -- that you'd like to have back, that I'd like to have back. Certainly, we did a lot of good things this season, but as of right now, it's hard to think about anything else besides this loss."
With the temperature at kickoff at 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.
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.
Moore seemed to have an angle on the ball but mistimed his jump.
"It was my fault," Moore said. "If they wouldn't have scored on us on the last play, we'd be in here rejoicing, so if people don't like me after that, I'm sorry. That is my fault and I am going to take full responsibility for it."
Jones said, "Once I got past the corner, I was telling myself, Joe might throw it. I look up and I go, 'Oh, there goes the ball.' I kept my eyes on it, stayed poised and made the catch."
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 to 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 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.
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 quarter 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. 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 pull 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 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 following 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.