INDIANAPOLIS (Oct. 17, 2005) -- When the Indianapolis Colts score 45 points, it's usually because of Peyton Manning and the offense.

Not Monday night.

Cato June had two interceptions that set up two touchdowns and Nick Harper had an interception and a fumble recovery to set up scores as the Colts overcame a 17-0 deficit to beat the St. Louis Rams 45-28 and remain the NFL's only unbeaten team.

Edgerrin James helped things along with 143 yards rushing on 23 carries and three touchdowns and Manning had two touchdown passes, including a record-setter to Marvin Harrison.

But it wasn't the two-time NFL MVP's offense that did it -- his two TD passes gave him nine for the season after setting an NFL record with 49 last year.

"Any time you get turnovers and that kind of field position, you want to score touchdowns and we did," Manning said. "They weren't letting us pass downfield. It used to be teams wouldn't let us run the ball and we had to throw. Now it's the opposite. They won't let us pass. But the defense is doing its job."

The Rams, playing without ailing coach Mike Martz, lost quarterback Marc Bulger to a sprained shoulder in the second quarter after he led St. Louis to the early lead.

But it was almost all defense for Indianapolis.

Dwight Freeney chipped in with a forced fumble for the Colts (6-0) and Robert Mathis took over the NFL sack lead with seven -- he has at least one in every game this season. That provided the field position that allowed Indianapolis to run 36 consecutive plays in St. Louis territory in the last 27 minutes of the game.

"We got down early but we didn't panic on the sideline," Colts coach Tony Dungy said. "We kept our spirits up and we played a lot better in the second, third and early in the fourth quarter. We made some big plays. We got the turnovers. We got the momentum."

Bulger, who was 6-for-8 for 121 yards and a touchdown, was hurt when he was blocked by David Thornton on the first of the interceptions by June, a third-year linebacker who leads the NFL with five picks. It came less than three minutes into the second quarter and led to James' 8-yard touchdown run.

"I definitely made a bad throw and things definitely got worse as the play went on," Bulger said.

Jamie Martin took over at quarterback for the Rams and could do little but throw underneath until late in the game and was 17-for-21 for 134 yards. He threw a 9-yard touchdown pass to Cam Cleeland for a meaningless TD that made it 45-28.

And Steven Jackson, who had 46 yards in a 162-yard first quarter for the Rams (2-4) could do little after that, finishing with 88 yards on 17 carries.

St. Louis had a little over 100 yards in the second and third quarters, when the Colts made their run.

Manning finished 22-for-32 for 191 yards.

His 6-yard TD pass to Harrison with 9:25 left in the game set a record of 86 TDs for a passer-receiver combination. Manning and Harrison had been tied with San Francisco's Steve Young and Jerry Rice.

That came after the defense had pushed St. Louis back to its own 2 on a sack by Mathis.

St. Louis was coached by assistant head coach Joe Vitt with Martz out indefinitely with a bacterial infection of the heart valve.

The Rams took the early lead on a 21-yard run by Jackson on the first series of the game; a 29-yard field goal by Jeff Wilkins; and a 57-yard TD pass from Bulger to Kevin Curtis, who ran right by a stumbling Jason David.

The Colts also stumbled on offense. The normally sure-handed Harrison let a potential TD pass slip off his fingers and Dominic Rhodes fumbled a kickoff, which set up Wilkins' short field goal.

"We were definitely shocked," said June, a safety at Michigan who was converted to linebacker by the Colts. "We want to keep them to no points, and

I don't care if it's the best offense in the league. We can't give up 17 points in the first quarter. We have to go back and look at what we did wrong."

Indianapolis came back quickly on June's interception and a 3-yard TD pass from Manning to Reggie Wayne at the end of an 86-yard drive, the only long offensive series of the night for Indy.

"We came out of the blocks smoking," Vitt said. "Then Marc got hurt, we had a couple of turnovers and we gave them some third-down conversions. When you let a good team like the Colts get on a run, it's hard to put a finger in the dike. Obviously a 17-point lead isn't enough against the Colts."

GAME NOTES:

• Bulger, who missed two weeks after injuring his shoulder last season, said he expects to be out about that long this time.

• James has 44 games of 100 or more yards rushing in 87 career games. The Colts are 38-6 when he gets more than 100.

• June had two interceptions against San Francisco last week, the first time a Colts player has had back-to-back weeks of multiple interceptions since Stan White in 1977.

• Mike Vanderjagt's 22-yard field goal in the third quarter was the 200th of his career.

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