In the second quarter, Denver struck back with QB Jay Cutler completing a 1-yard TD pass to rookie TE Tony Scheffler and a 39-yard TD pass to WR Javon Walker. However, Cincinnati responded with kicker Shayne Graham's 46-yard field goal and QB Carson Palmer's 11-yard TD pass to WR Chris Henry. In the second half, the Broncos took the lead with RB Mike Bell's 2-yard TD run in the third quarter and kicker Jason Elam's 24-yard field goal. Late in the game, the Bengals almost tied the game with Palmer completing a 10-yard TD pass to WR T. J. Houshmandzadeh. Fortunately, a botched snap resulted in failed PAT, giving Denver a one-point win. With the win, the Broncos improved to 9–6.  "at Invesco Field at Mile High, Denver, Colorado"  To close off their season, the Broncos went into their last game of the regular season needing a win or a tie to make the playoffs. Coach Mike Shanahan went on record as saying he preferred it that way—he believed it would motivate his team to play well. Oddsmakers apparently believed so, too; the Broncos went in an 11-point favorite. Denver looked strong early and led the visiting 49ers 13–3 at halftime, but San Francisco used a stingy goal-line defense and a heavy dose of NFC rushing champ Frank Gore to take a lead late into the second half. Cornerback Darrent Williams (playing in what would tragically be his final game) also left the game in the second half due to a shoulder injury. With just 90 seconds left on the clock, rookie QB Jay Cutler tossed a nine-yard touchdown to tie the game at 23. Neither team managed another score in regulation, and the game went to overtime. The overtime period consisted of classic field-position football, with San Francisco steadily gaining field position but losing the battle with the clock. Despite two overtime possessions, Denver was unable to move the ball into field goal range. The Broncos might have been able to hold out for a tie or buy their exhausted defense enough rest to make a difference had they managed the clock better. Shanahan, however, either didn't think this would extend the team's season or wouldn't stoop to such tactics. Finally, the 49ers' Joe Nedney attempted a 36-yard field goal with just under two minutes left. He hooked it badly but the ball passed just inside the right goalpost, ending Denver's season.