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| 2nd Quarter |
|
| Carolina at 15:00 |
| 4th and 13 at CAR 17 | 2nd quarter under way. |
| 4th and 13 at CAR 17 | 76-yard punt return by Trindon Holliday. |
| Denver at 14:40 |
| | Matt Prater extra point is good. |
| | Matt Prater kicks 65 yards from the Denver 35 into the end zone for a touchback. |
| Carolina at 14:20 |
| 1st and 10 at CAR 20 | DeAngelo Williams up the middle for no gain. |
| 2nd and 10 at CAR 20 | Cam Newton pass incomplete to Steve Smith. |
| 3rd and 10 at CAR 20 | Cam Newton pass incomplete to Steve Smith. |
| 4th and 10 at CAR 20 | Offensive penalty on Carolina, Josh Thomas, False Start, 5 yards, enforced at the Carolina 20. |
| 4th and 15 at CAR 15 | Brad Nortman punted 47 yards from the Carolina 15 to the Denver 38. Trindon Holliday returned to the Denver 45 for 7 yards. |
| Denver at 13:18 |
| 1st and 10 at DEN 45 | Willis McGahee up the middle to the Carolina 48 for 7 yards. |
| 2nd and 3 at CAR 48 | Peyton Manning pass to Demaryius Thomas to the Carolina 40 for 8 yards. |
| 1st and 10 at CAR 40 | Offensive penalty on Denver, Willis McGahee, Illegal Touching, 5 yards, enforced at the Carolina 40. |
| 1st and 15 at CAR 45 | Peyton Manning pass to Demaryius Thomas to the Carolina 43 for 2 yards. |
| 2nd and 13 at CAR 43 | Peyton Manning pass to Ronnie Hillman to the Carolina 36 for 7 yards. |
| 3rd and 6 at CAR 36 | Peyton Manning pass to Demaryius Thomas to the Carolina 35 for 1 yard. |
| 4th and 5 at CAR 35 | 53-yarder by Matt Prater. |
| | Matt Prater kicked off 72 yards from the Denver 35 to the Carolina -7. Armanti Edwards to the Carolina 22 for 29 yards. |
| Carolina at 9:50 |
| 1st and 10 at CAR 22 | Steve Smith on an end around to the Carolina 24 for 2 yards. |
| 2nd and 8 at CAR 24 | Jonathan Stewart up the middle for no gain. |
| 3rd and 8 at CAR 24 | Offensive penalty on Carolina, Louis Murphy, Offensive Pass Interference, 10 yards, enforced at the Carolina 24. |
| 3rd and 18 at CAR 14 | Cam Newton pass to Greg Olsen to the Carolina 22 for 8 yards. |
| 4th and 10 at CAR 22 | Brad Nortman punted 49 yards from the Carolina 22 to the Denver 29 for a fair catch by Trindon Holliday. |
| Denver at 7:04 |
| 1st and 10 at DEN 29 | Willis McGahee up the middle to the Denver 35 for 6 yards. |
| 2nd and 4 at DEN 35 | Willis McGahee rushed right to the Denver 34 for -1 yards. |
| 3rd and 5 at DEN 34 | Peyton Manning pass to Demaryius Thomas to the Denver 49 for 15 yards. |
| 1st and 10 at DEN 49 | Peyton Manning pass to Willis McGahee to the Carolina 43 for 8 yards. |
| 2nd and 2 at CAR 43 | Ronnie Hillman up the middle for no gain. |
| 3rd and 2 at CAR 43 | Peyton Manning pass to Willis McGahee to the Carolina 34 for 9 yards. |
| 1st and 10 at CAR 34 | Peyton Manning scrambled to the Carolina 28 for 6 yards. |
| 2nd and 4 at CAR 28 | Peyton Manning pass to Matthew Willis to the Carolina 26 for 2 yards. |
| 3rd and 2 at CAR 26 | Peyton Manning pass to Ronnie Hillman to the Carolina 25 for 1 yard. |
| 4th and 1 at CAR 25 | Matt Prater 43 yard field goal missed wide right. |
| Carolina at 1:35 |
| 1st and 10 at CAR 33 | Cam Newton pass to Steve Smith to the Denver 48 for 19 yards. |
| 1st and 10 at DEN 48 | Cam Newton pass to Jonathan Stewart to the Denver 29 for 19 yards. |
| 1st and 10 at DEN 29 | Cam Newton pass incomplete to Greg Olsen. |
| 2nd and 10 at DEN 29 | Cam Newton pass incomplete to Steve Smith. |
| 3rd and 10 at DEN 29 | Cam Newton up the middle to the Denver 25 for 4 yards. |
| 4th and 6 at DEN 25 | Justin Medlock 43 yard field goal missed wide left. |
| Denver at 0:34 |
| 1st and 10 at DEN 33 | Peyton Manning pass to Eric Decker to the Denver 46 for 13 yards. |
| 1st and 10 at DEN 46 | Defensive penalty on Carolina, Captain Munnerlyn, Holding/Illegal Use of Hands, 5 yards, enforced at the Denver 46. |
| 1st and 10 at CAR 49 | Peyton Manning pass incomplete to Jacob Tamme. |
| 2nd and 10 at CAR 49 | Peyton Manning pass incomplete to Brandon Stokley. |
| 3rd and 10 at CAR 49 | Peyton Manning pass incomplete to Demaryius Thomas. |
| 4th and 10 at CAR 49 | Britton Colquitt punt downed by kicking team at the Carolina 10 for 39 yards. |
| Carolina at :00 |
| 1st and 10 at CAR 10 | Half Time. |