Denver, CO (SportsNetwork.com) - Peyton Manning sat and waited on the sideline as San Diego kept moving the chains and churning the clock.
The Chargers' slim playoff hopes don't look so slim anymore.
Ryan Mathews ran for 127 yards and a touchdown and Philip Rivers tossed a pair of scores to Keenan Allen as the Chargers shocked the Denver Broncos 27-20 on Thursday night.
The Chargers, who snapped Denver's 10-game AFC West winning steak, held the ball for nearly 39 minutes and converted 6-of-12 third downs.
"Time of possession is only important if you're scoring," Rivers said.
Denver tallied 127 yards on its first two drives of the game, but totaled just 168 yards the rest of the way. The Broncos' 295 total yards and 20 points were a season low.
"The longer you keep the ball and the less he (Manning) has it, the better off you're going to be," Chargers head coach and former Broncos offensive coordinator Mike McCoy said.
Rivers was 12-of-20 for 166 yards for San Diego (7-7), which moved a half game behind the Baltimore Ravens and Miami Dolphins for the AFC's second wild-card spot.
Manning flipped a 5-yard TD pass to Andre Caldwell with 10:30 remaining to pull the Broncos within 24-17 and Denver got the ball back at its own 3 with 5:50 to go following a San Diego punt.
Manning, though, was intercepted on the third play of the drive by linebacker Thomas Keiser to all but seal the outcome. Chargers defensive end Corey Liuget fought through a double team and hit Manning as he threw and Keiser notched the easy pick.
Nick Novak's 35-yard field goal after the misue gave the Chargers a 27-17 lead with 2:36 left.
Matt Prater nailed a 42-yard field goal with 34 ticks on the clock to whittle the deficit to 27-20, but the ensuing onsides kick went out of bounds.
Manning completed 27-of-41 passes for 289 yards with two touchdowns and an interception for the Broncos (11-3), who are tied with the Kansas City Chiefs in the loss column atop the AFC West. Denver holds the tiebreaker because they beat the Chiefs twice. Kansas City is in Oakland to clash with the Raiders on Sunday.
Denver is also tied with the New England Patriots in the loss column for the top seed in the AFC. The Patriots hold the tiebreaker there due to their win over the Broncos earlier this season in Foxboro. New England travels to Miami Sunday to play the Dolphins.
Caldwell, filling in for a concussed Wes Welker, caught six passes for 59 yards and two scores in defeat.
"I'd say we didn't have our best stuff tonight," Denver head coach John Fox said. "They obviously did a better job getting ready on the short week than we did."
Prater's 32-yard field goal gave Denver a 10-3 advantage late in the opening frame, but the Chargers ripped off 21 unanswered points to surge ahead as the Broncos' offense registered three straight three-and-outs in between the second and third stanzas.
On a 3rd-and-6 from the Denver 19 during the early stages of the second, Rivers flipped a completion to Allen sprinting over the middle on a crossing pattern. Allen then hurdled over Kayvon Webster inside the 10 and got into the end zone to knot the game at 10-10.
The 13-play, 80-yard trek took 6:36 off the clock.
San Diego found the end zone again with 2:35 left before the half when Allen came down with a Rivers pass from 10 yards out in the back left corner of the end zone on a post corner pattern to make it 17-10.
Denver had minus-2 total yards in the second.
The Chargers' third touchdown drive came on their initial touch of the third.
Vincent Brown came down with a 32-yard catch on a perfectly lofted ball by Rivers down the left sideline on a 3rd-and-9 and Mathews broke off a 23-yard TD run along the left boundary to extend the margin to 24-10.
Denver finally picked up a first down on its next possession at the 11:05 mark of the third, its first since the 3:15 was left in the first.
After Britton Colquit downed a punt at the San Diego 1-yard line, Denver appeared to force a three-and-out, but Nate Irving was called for a neutral zone infraction on 4th-and-4.
The miscue didn't result into any points on the trek, but San Diego's drive burned 8:20 off the clock and flipped field position. Denver didn't get the ball again until 1:32 was left in the third.
Earlier, Caldwell's 15-yard TD catch capped the Broncos' opening series of the game before San Diego answered with a 38-yard field goal from Novak on its first touch.
San Diego was 4-of-6 on third down in the first half ... Denver at one point gained 13 yards on 13 plays ... Denver had its 14-game home winning streak snapped.