Cutler played just two series, but led a 67-yard touchdown march. Ramsey then came on and went 4-for-10 for 45 yards and a touchdown and an interception.

Travis Henry carried five times for 27 yards and a touchdown, and backup fullback Troy Fleming hauled in a TD pass for Denver.

Shaun Hill completed 13-of-20 pass attempts for 148 yards, while Alex Smith went 4-for-5 for 58 yards passing for the 49ers. Michael Robinson rushed for 25 yards on six attempts and a TD, while Joe Nedney added a pair of field goals for San Francisco.

Denver marched to a score on its first possession, ignited by an 11-yard run from Henry on the first snap of the game. Cutler's 24-yard strike to Javon Walker moved the chains to the San Francisco 36-yard-line just two plays later, and Henry eventually finished off the drive with a one-yard run at 10:54 in the first.

The 49ers came right back, and a 37-yard field goal by Nedney capped an eight- play, 42-yard drive to cut it to 7-3.

Arnaz Battle hauled in a 26-yard pass from Smith on the team's next drive, setting up Robinson's one-yard run to put San Francisco on top.

Quincy Morgan's 58-yard kickoff return for Denver put the Broncos in excellent field position, and Ramsey capped the six-play drive by hitting Fleming with a TD pass against San Francisco's second-team defense.

The 49ers added a 43-yarder by Nedney late in the half, while Brandon Pace split the uprights from 26-yards out for Denver in the third quarter.

Neither team scored in the final 19 minutes, and the Broncos' defense held off the 49ers at the Denver three yard-line with 1:25 to play when Hill's pass fell incomplete to Delanie Walker on fourth down.