Ann Arbor - As the MSU team buses sat outside Michigan Stadium, head coach John L. Smith stared back at the "Big House" with a glazed look on his face.

Perhaps Smith was thinking about what could have been, if his Spartans (4-4 overall, 3-2 Big Ten) had held onto their 17-point fourth quarter lead. What ended up happening, for him and his team, was a 45-37 triple-overtime loss to rival Michigan (8-1, 6-0).

"For the most part, we controlled the football game," Smith said after the heartbreaking loss. "But I'm proud of our guys - I'm proud of our coaching staff and I thought they put together a great plan. And for the most part of three and three-quarter quarters, it worked."

The Spartans had complete control of the game throughout the first half, behind the offensive leadership of sophomore quarterback Drew Stanton. However, with a little more than three minutes left in the first half, he was tackled and landed on his right shoulder. He left the game with an injury and did not return.

Senior Damon Dowdell took over and led MSU to 10 second-half points. Even without Stanton, it was MSU that looked like the No. 12 team in the country, as they dominated the Wolverines in every aspect of the game into the fourth quarter.

After a 64-yard touchdown run by senior running back DeAndra Cobb, the Spartans led 27-10 with 8:43 remaining. U-M sophomore place-kicker Garrett Rivas answered with a 24-yard field goal, which began the Wolverines' comeback.

Then, U-M wide receiver Braylon Edwards caught two touchdown passes in three minutes and 13 seconds, tying the game.

"They found a mismatch," senior bandit and captain Tyrell Dortch said.

"I don't want to take anything away from (junior cornerback) Jaren Hayes, because I think he played his heart out, but they found that mismatch and Braylon Edwards took advantage of everything."

Edwards ended the game with 11 catches for 189 yards and three touchdowns. In the fourth quarter alone, Edwards caught four balls for 110 yards and both of his touchdowns over Hayes.

"(Edwards is) just a great player," Smith said. "He goes up and out jumps and goes and makes great plays. I'm not going to pound on that kid for that, because he was where he was supposed to be. (Edwards) is just a better athlete."

The game went into overtime, after MSU senior place-kicker Dave Rayner missed what would have been a 51-yard, game-winning field goal.

The teams traded field goals in the first overtime and traded touchdowns in the second overtime, one by MSU junior running back Jason Teague and the other by U-M wide receiver Jason Avant.

Then, Edwards struck for the third and final time. On third down and nine yards to go, he caught a 24-yard touchdown pass.

The Wolverines made the two-point conversion to take the 45-37 lead.

"You have a bracket on (Edwards, who) catches the ball at the end to win it and somebody came out of the bracket - so we made some mistakes," Smith said. "For us to lose this game and the way (we) did, we're going to kick ourselves in the tail."

For the group of seniors who played in the 2002 game when the Spartans lost 49-3, this game earned them some respect back, but will forever leave a scar.

"This one is probably my worst memory as a football player," senior safety and captain Jason Harmon said. "When you lose the close ones, the nail biters, that hurts a little bit more than getting swept away."