ST. LOUIS -- Kurt Warner must have thought he was back in the Arena Football League.
Last year's regular-season and Super Bowl MVP opened his second season as a starter by throwing for 441 yards and three touchdowns as St. Louis opened defense of its NFL title with a 41-36 victory over Denver on Monday night.
''We feel we can score any time we touch the ball,'' Warner said. ''The last drive was no different.''
That last drive, 75 yards in eight plays, was made necessary by one of Warner's three interceptions, which was returned 32 yards for a score by Denver's Terrell Buckley. It gave Denver, which trailed 35-20 late in the third quarter, a 36-35 lead.
But Warner then led a 75-yard drive capped by Robert Holcombe's 1-yard TD run with 2:58 left. And the defense, shredded all game by Brian Griese, finally asserted itself with sacks by D'Marco Farr and Kevin Carter.
''Why are we always so dramatic?'' asked Carter in a reference to last January's Super Bowl, when Mike Jones' tackle stopped Tennessee's Kevin Dyson a yard short of the tying touchdown on the game's final play.
It was just what the NFL wanted for Dennis Miller's first official Monday night telecast: a shootout in St. Louis.
''This was a game where if you like offense, it was fun to watch,'' Denver coach Mike Shanahan said. ''If you liked defense, you picked the wrong one to go to.''
In addition to the late game heroics, Az-Zahir Hakim went 86 yards on a punt return and took a short pass from Warner 80 yards for another score. Warner, who was 25-of-35, also had a 72-yard TD pass to Marshall Faulk on the same pattern on which Hakim scored -- between them, the two passes covered perhaps 20 yards total laterally and the receivers did the rest.
The Broncos were nearly as effective on offense.
Despite losing running back Terrell Davis to a twisted left ankle in the second quarter, the Broncos moved the ball almost as well as the Rams although not as quickly. Olandis Gary replaced Davis and gained 80 yards in 13 carries
Griese, who was 19-of-28 for 307 yards, threw for two TDs and ran for a third.
''Any time you come into their back yard and score some points and move the ball, you're doing fine,'' Shanahan said.
Both teams scored on all of their possessions in the second quarter until halftime stopped the Broncos.
And each scored again in the first two series of the second half, making it six scores in seven possessions with the difference the TDs scored by the Rams against field goals by the Broncos. In all, there were scores on eight of 10 possessions by both teams.
The win was the first as a head coach for Mike Martz, who was St. Louis' offensive coordinator last season and took over when Dick Vermeil retired after the Rams beat Tennessee in last January's Super Bowl.
Martz took the blame for the interception. ''It was my call,'' he said. ''We almost blew it. Fortunately, we were able to come back and put it in the end zone.''
This was a shootout from the start.
Denver, coming off a 6-10 season after winning consecutive Super Bowls, made it look easy on its first possession, going 59 yards in just six plays to take a 7-0 lead on Griese's 8-yard bootleg. Davis had a 12-yard run on that series and Griese completed passes of 16 and 18 yards to Rod Smith and Duane Carswell.
Hakim tied it with his 86-yard return which he took straight up the field and outran everyone.
Jason Elam's 32-yard field goal 1:18 into the second quarter gave the Broncos a 10-7 lead. But the Rams came back with a nine-play, 89-yard drive capped by Faulk's 5-yard TD run.
Then, after Griese hit Smith on a slant for a 25-yard score, the Rams came right back, going 77 yards on nine plays capped by Warner's 7-yard TD pass to Ricky Proehl and it was 21-17 St. Louis at the half.
Elam's 38-yard field goal on the first series of the third quarter cut the Rams' lead to 21-20.
It was quickly 28-20.
On the second play after the kickoff, Warner threw the ball in the flat to Faulk who dodged two tacklers and took the ball 72 yards to the end zone. But Griese came right back, driving the Broncos 67 yards capped by a 7-yard TD pass to Desmond Clark.
Elam's 35-yarder made it 35-30.
Then came the final frantic shootout.
''It's the toughest first half I've ever had in my life,'' said Denver linebacker Bill Romanowski, who is in his 13th season. ''When you're own offense puts up 36 points, I don't care if you're playing the NFC Pro Bowl team, you've got to win it.''
Notes: I took officials only 19 seconds to deny the Rams' instant replay challenge in the second quarter. It was ruled Proehl used the turf to bring in the ball. ... Faulk had his sixth career 100-yard receiving game. He had one last year. ... Torry Holt and Hakim also had over 100 yards, the second time in team history that's happened. ... Broncos linebacker Al Wilson, who is in his second year, had the first two interceptions of his career. ... Jones got by far the loudest cheer of any player during the introductions.
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