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INDIANAPOLIS (AP) -- Edgerrin James softened up the New York Jets' defense and punter Hunter Smith blasted through it.

Allen's Analysis

Question on the Jets: Is Sunday's outing a sign they need to overhaul the secondary? They need to overhaul the entire defense, not just the secondary. The Jets' offense played well, but they were handicapped by the poor performance of the defense. This defense seems to have lost its aggressiveness and hunger. There are spots in every game where a team has to make a defensive stop, and the Jets didn't seem to make any of those plays Sunday. Question on the Colts: Is this offense more impressive than the comeback against Tampa Bay? This game may have been more impressive because they accrued over 400 yards without their starting tight end Marcus Pollard and receiver Marvin Harrison. Their absence can't be overlooked because they play such an important role in the offense. RB Edgerrin James had a great game and carried this team to a victory with his impressive play. Eric Allen played cornerback for 14 NFL seasons with the Eagles, Saints and Raiders.

While James carried for a season-high 127 yards and three touchdowns Sunday, it was Smith's 21-yard run on a fake field goal that gave the Indianapolis Colts a 38-31 victory.

"It just opened wide up," Smith said after scoring his first touchdown in five NFL seasons. "I think anyone could have scored on that one."

Perhaps anyone could have scored Sunday, period.

Peyton Manning threw for a season-high 401 yards on a wacky day for two teams that last met in a lopsided Jets playoff win and are led by former defensive coaches in Tony Dungy and Herman Edwards.

The game had a little bit of everything.

The Jets (3-7) and Colts combined for 862 total yards, 69 points and scored on a myriad of big and strange plays -- none more critical than Smith's go-ahead burst late in the third quarter.

The Colts (8-2) also looked much different than the team that took a day off in a 41-0 loss to the Jets last January.

This time, Indianapolis' offense pretty much did anything it wanted despite missing three starters: left tackle Tarik Glenn, wide receiver Marvin Harrison and tight end Marcus Pollard. It also lost Harrison's replacement, Troy Walters, with a hamstring injury during the game.

Yet Manning and James had little trouble exposing the Jets' holes.

James, who complained he wasn't getting enough work after last week's loss, had 36 carries, second most of his career.

Manning was superb, completing 27 of 36 with one touchdown -- a 46-yarder to Walters. Reggie Wayne caught nine passes for 141 yards, and Dallas Clark had five receptions for 100 yards.

"We said if they could run it and pass it, it was going to be hard to defend them," Edwards said.

The Colts took advantage of just about everything, including the Jets' aggressive rush on the field-goal attempt that made Smith the unlikeliest hero.

New York got two touchdowns from Jonathan Carter, on a 62-yard touchdown pass and a 90-yard kickoff return. Santana Moss caught a 48-yard TD pass from Chad Pennington and Curtis Conway caught a 28-yarder.

Moss broke Don Maynard's franchise record with a touchdown reception in his sixth straight game.

Pennington completed 11 of 14 passes for 219 yards and three touchdowns, finishing with a perfect passer rating of 158.3. Curtis Martin carried 13 times for 105 yards.

The Jets changed the tone of the game quickly in the second half. Trailing 24-10 at halftime, they scored twice on their first five plays of the second half and sandwiched Carter's kickoff return in between to tie the score at 31.

But they were worn down.

"Defensively, we couldn't get off the field enough times," said Edwards, who was a defensive assistant on Dungy's staff in Tampa Bay.

James was the biggest reason. He ran over, through and around Jets defenders most of the day and rushed for three touchdowns for the first time since Dec. 9, 2000. He also broke Lydell Mitchell's franchise rushing record (5,487). James now has 5,540 yards.

"At one point we thought we were going to put them away. We put them behind by two scores," James said. "But they came back and we never really got to where we could just grind 'em, grind 'em, grind 'em."

Late in the third quarter, Manning and James led Indianapolis on a 57-yard drive. That's when Dungy emptied the playbook.

Mike Vanderjagt, who had made 29 straight field goals, lined up for a 38-yarder. Smith took the snap, saw an opening and darted 21 yards virtually untouched to the end zone.

"They put nine guys on one side of the left guard and two guys outside," said Smith, a former high school quarterback. "It was kind of a no-brainer. We had five-on-two on that side."

The Indianapolis defense held from there, and Manning hit another big play, a 35-yard pass to Wayne, that fittingly sealed the outcome.

"Championship teams find ways to win games differently," Dungy said. "We've won 9-6 games, we've won games where we shut people down, we won today because we outscored them."

^Notes:@ James' 42 touches tied the franchise record set by Mitchell in 1974 also against the Jets. ... Vanderjagt extended his club record to six straight 100-point seasons. ... Carter's 62-yard touchdown was the first catch of his career. ... Shaun Ellis had one sack Sunday to give him 10{ this season. He is the 12th player in Jets history to record double-digit sacks in a season.