Updated: Sunday, November 30, 2003 8:46 PM EST
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INDIANAPOLIS (Ticker) -- Thanks to Willie McGinest , Bill Belichick's defense got the last laugh.

McGinest tackled Edgerrin James for a one-yard loss on a fourth-down play to cap a dramatic goal-line stand in the final seconds as the New England Patriots held on for a 38-34 victory over the Indianapolis Colts in a battle of first-place teams.

With 14 seconds left and the Colts at the New England 1, McGinest lined up on the left side of the line and raced unblocked into the backfield to tackle James, who barely got the handoff from Peyton Manning before he was taken down.

"I set up to look like I was dropping into coverage, but it was just a bait," said McGinest, who is in his 10th year with the Patriots and is utilized at both outside linebacker and defensive end. "Manning slapped his backside, which usually means they're checking off to a run. I crept down hard on the snap, flew in and the big guys clogged the middle."

"They just closed the hole," said James, who had 88 yards on 25 carries and caught eight passes for 50 yards. "I gave it everything and tried to punch it in there, but it just didn't get done."

Tom Brady passed for 236 yards and two touchdowns and fullback Mike Cloud rushed for a pair of scores for the Patriots (10-2), who extended their winning streak to eight games and remained two games ahead of Miami in the AFC East. The teams will meet next week in New England.

The loss dropped Indianapolis (9-3) out of a first-place tie with Tennessee (9-2), which plays the New York Jets on Monday night, in the AFC South. The Colts play at Tennessee next week.

Manning had rallied the Colts from a 31-10 deficit, throwing second-half touchdowns to Reggie Wayne , Marvin Harrison and Troy Walters in a span of less than six minutes. But after Manning's six-yard scoring pass to Walters tied the game at 31-31 with 10:21 left in the fourth quarter, rookie Bethel Johnson returned the ensuing kickoff 67 yards to the Indianapolis 31.

Four plays later, Tom Brady hit Deion Branch with a 13-yard touchdown, giving the Patriots a 38-31 lead with 8:36 remaining.

Johnson not only set up that touchdown, he also closed the first half with a 92-yard kick return for a score.

Indianapolis' defense came through with a big play when end Raheem Brock recovered a fumble by Kevin Faulk at the New England 11. But the Colts had to settle for a 29-yard field goal by Mike Vanderjagt with 3:27 left, pulling them within 38-34.

"It's tough to score on fourth-and-goal from the 11, so I felt we needed some points there," said Colts coach Tony Dungy. "Plus, they weren't trying to run the ball in the second half so we knew we could get the ball back with enough time."

And they did have more than enough time, taking over at the New England 48 with 2:57 left after an 18-yard punt by Ken Walter . Manning drove his team to a 1st-and-goal at the New England 2 in the final minute. James rushed for one yard on the first play and was stuffed for no gain on the second play.

After calling a timeout with 18 seconds remaining, Manning attempted to hit Aaron Moorehead in the left corner of the end zone, but cornerback Tyrone Poole had superb coverage and the ball fell incomplete.

The game was billed as a matchup between Manning, one of the NFL's premier quarterbacks, against Belichick, the Patriots' coach who is known for his confusing defensive scheme. Manning had it figured out by the second half and finished 29-of-48 for 278 yards and four touchdowns with an interception and a fumble.

"Offensively, it took a while for us to get on track," Manning said. "It was a great effort coming back. It was just disappointing we didn't get the win. Whatever the drama and all that, it was just a big fat 'L'."

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