Coming off their home win over the Titans, the Broncos flew to Soldier Field for a Week 12 interconference duel with the Chicago Bears. In the first quarter, Denver trailed early as Bears kicker Robbie Gould managed to get a 24-yard field goal. The Broncos would reply with kicker Jason Elam getting a 23-yard field goal. In the second quarter, Denver took the lead with rookie RB Andre Hall getting a 16-yard TD run, while Chicago replied with Gould kicking a 44-yard field goal. The Broncos would end the half with Elam kicking a 22-yard field goal. In the third quarter, Denver lost its lead as WR/KR/PR Devin Hester returned a punt 75 yards for a touchdown. The Broncos would answer with FB Cecil Sapp getting a 5-yard TD run, but the Bears immediately struck back as Hester returned a kickoff 88 yards for a touchdown. Denver would regain the lead as Cutler completed a 68-yard TD pass to WR Brandon Marshall. In the fourth quarter, the Broncos increased their lead with Cutler completing a 14-yard TD pass to TE Tony Scheffler. However, Chicago tied the game with RB Adrian Peterson getting a 4-yard TD run, while QB Rex Grossman completed a 3-yard TD pass to WR Bernard Berrian. In overtime, the Bears sealed Denver's fate as Gould nailed the game-winning 39-yard field goal.

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