There were more than 8,000 empty seats at Pro Player Stadium Saturday night for the 66th Orange Bowl. Yet the 70,461 who showed and stayed to the end not only witnessed the first overtime game in the event's history, but also were entertained by a late display of offensive prowess by both sides.

Michigan finally prevailed, 35-34, early Sunday morning when Alabama senior place kicker Ryan Pflugner pushed an extra point attempt wide right after the Crimson Tide had quickly matched Michigan's overtime touchdown on its first series of the extra session.

"It was a great football game," Michigan Coach Lloyd Carr said after the four-hour marathon. "It's a shame someone had to lose. As happy as I am to win, I hate to see it end for them on a missed extra point."

Michigan nearly was done in by its own kicking game at the end of regulation. The Wolverines had moved into position to attempt the game-winning 36-yard field goal in the final two seconds, but Hayden Epstein's low kick was blocked by Alabama safety Philip Weeks as time expired.

For eighth-ranked Michigan, the victory completed a 10-3 season. Carr, in his fifth season at Michigan, has now produced three straight seasons with at least 10 victories for the first time since Bo Schembechler led the Wolverines in the 1970s. But the '99 team bore little resemblance to those run-first, grind-it-out units from days gone by, especially Saturday night.

Trailing 14-0 early and 28-14 midway through the third quarter, the Wolverines relied on the accurate arm of senior quarterback Tom Brady to get them even with the Tide at 28-28 going into the fourth quarter. In fact, the two teams combined for a bowl-record 35 third-quarter points.

Ranked second in the nation in run defense, Alabama held Michigan to 37 yards rushing in 23 attempts and forced a fumble at the Tide 1 by Wolverines running back Anthony Thomas just as Michigan was about to take the lead for the first time early in the fourth quarter.

But Brady had no trouble picking apart Alabama's secondary. He completed 34 of 46 pass attempts for 369 yards and four touchdowns, including a 25-yard touchdown throw to tight end Shawn Thompson on Michigan's first play in overtime. Epstein's extra point was straight down the middle.

"He's everything you want in a quarterback," Carr said of Brady. "He's tough-minded and tough physically. He made good decisions all night. This kid has a future in the NFL. Those who have doubted him, like they doubted Brian Griese [a former Michigan quarterback now starting for the Denver Broncos], will be proved wrong, too. This team loves him and believes in him. Having 20 wins in his career at Michigan speaks volumes about who he is."

Brady's favorite target was David Terrell, a sophomore wide receiver from Richmond who had 10 catches for 150 yards and touchdowns on receptions of 27, 57 and 20 yards. Terrell was named the game's most valuable player for his efforts, though if the media balloting had been conducted at the end of the game instead of early in the fourth quarter, Brady almost certainly would have claimed that honor.

"Every team has big players it can count on," Terrell said. "The big players for both teams came to play and came through in the clutch. It was a great game."

For Alabama, senior running back Shaun Alexander kept trying to throw knockout punches all night. The Southeastern Conference player of the year finished with 161 yards on 25 carries, with touchdown runs of 5, 6 and 50 yards. He also had two catches for 21 yards, and almost certainly will be among the first backs chosen in the NFL draft in April. The Tide (10-3) can take some solace from the loss. Though Alexander graduates, the SEC champions will have 17 of 21 starters returning next season, including dangerous kick returner-wide receiver Freddie Milons, who set a school bowl record with 107 yards in punt returns, including a 62-yarder for a touchdown. Milons finished the game with 179 all-purpose yards.