Here are 10 things that stood out about the Chiefs game on Sunday night:
1. Broncos started exactly the way they wanted
After the Chiefs offense started the game with three straight passes from quarterback Alex Smith that led to a three-and-out, the Broncos offense responded by driving 74 yards on eight plays and finished with a 23-yard touchdown pass from Peyton Manning to receiver Demaryius Thomas.
It was exactly the way the Broncos wanted to start the game in Arrowhead Stadium.
The biggest play on the drive was a 20-yard reception from receiver Emmanuel Sanders on third-and-6 on a shallow cross where he was able to get up the field and turn the corner.
On the first two offensive drives for the Broncos, they converted 5 of 5 third downs, which helped them jump out to an early 14-0 lead before the end of the first quarter.
In comparison, the Chiefs offense ran just six plays on its first two offensive drives and managed minus-6 total yards, but also went 0-2 on third down.
This is exactly the opposite of the way the Chiefs offense played in the first meeting between these teams, when they converted 11 of 16 third downs and outgained the Broncos in total yards and time of possession.
2. Chiefs defense bent but didn't break in second half
Despite the overall yardage numbers, the Chiefs defense played pretty well in the second half, holding the Broncos to just three field goals.
After starting the game 5 of 5 on third down, the Broncos offense converted just four of their next 16 third-down opportunities.
The Chiefs offense struggled and picked up just 151 yards on 44 plays, but the defense did enough that there were chances for the Chiefs to get back in the game in the fourth quarter.
3. Broncos fake punt after penalty
Early in the second quarter after a De'Anthony Thomas punt return that didn't go anywhere, the Broncos were called for a penalty and were asked to replay fourth down as the Chiefs had the ball deep in their own territory.
On the replay, the Broncos faked the punt on fourth-and-7 from midfield and the Broncos' David Bruton ran the ball 13 yards for the first down. It was a gutsy call by the Broncos and worked in their favor.
The drive culminated with a 22-yard field goal by Connor Barth, which gave them the 17-0 lead with 7:04 left in the second quarter.
4. Jamaal Charles' fourth-and-1 carry
The Chiefs had the ball at midfield and faced a fourth-and-1 midway through the second quarter. That's when Andy Reid dialed up a Jamaal Charles run that went for 11 yards and brought a little life to a Chiefs offense that had been nonexistent to that point.
On the very next play, tight end Travis Kelce caught a pass from Smith for 19 yards, and that set up Anthony Fasano's 20-yard touchdown on a seam route right down the middle of the field.
Just like that, the fourth down run from Charles and two consecutive big plays from Smith and the passing game gave the Chiefs some life as they trailed 17-7 towards the end of the second quarter.
5. First half dominated by Broncos
Despite showing a little life on both sides of the ball at the end of the second quarter, the Chiefs struggled in the first half to do much right.
The Chiefs defense did hold the Broncos to a couple of field goals in the second quarter, which was helped by a couple of Broncos dropped passes in the end zone, but Manning went 13 of 20 for 136 yards and two touchdowns in the first 30 minutes of the game and had the Broncos with a 20-7 lead at halftime.
On the ground, Broncos running back C.J. Anderson carried the ball 17 times for 80 yards in the first half compared to Jamaal Charles' 24 yards on seven carries.
The Chiefs showed some life offensively on their final drive of the half, which culminated with Anthony Fasano's 20-yard touchdown catch, but for the most part, it wasn't pretty.
Overall, the Chiefs managed just 59 yards of total offense on 17 plays and held the ball for under 10 minutes in the first half.
6. Chiefs struggle on third down, lost time of possession battle
In what was the opposite of the first meeting, the Broncos dominated the time of possession on Sunday as they held the ball for 38:47 compared to just 21:13 for the Chiefs.
The Chiefs' struggles on offense through most of the game combined with the Broncos' success running the football led to the discrepancy.
The Chiefs finished the game 1 of 9 on third down.
7. Justin Houston's strip-sack of Peyton Manning to begin second half
The Chiefs defense gave the offense a tremendous opportunity for points early in the second half when linebacker Justin Houston got the strip-sack of Manning on third down and the Chiefs recovered the ball.
It was Houston's fifth career forced fumble and his 14th sack of the season.
The Chiefs offense was only able to get a 29-yard field goal from Cairo Santos after the Broncos gifted them the ball deep in their own territory. It was a third-and-7 pass from Smith to Dwayne Bowe that fell incomplete as Bowe came open across the middle of the field that was the difference.
8. Alex Smith's interception in third quarter
After Manning missed an open Sanders on third down, the Chiefs offense got the ball back at their own 11-yard line after the Broncos were forced to punt on their second offensive drive of the second half.
On the Chiefs' first offensive play of the ensuing drive, Smith's pass was deflected at the line of scrimmage and intercepted by Demarcus Ware, which set up Connor Barth's 30-yard field goal and extended the Broncos' lead to 23-10.
The Broncos offense gave the Chiefs two golden opportunities early in the second half; the first ended with a Chiefs field goal and the second resulted in a turnover on the first offensive play.
Photos from the Chiefs Week 13 matchup against the Denver Broncos
9. Punt that bounced off Marcus Cooper
The Chiefs were finally gaining some momentum. They had stopped Manning on third down after a nice pass breakup from rookie Phillip Gaines and forced a Broncos punt to De'Anthony Thomas. Then the ball bounced the wrong way after a poor punt.
The Chiefs were looking at good field position in a two-possession game late in the third quarter, but the ball bounced off Marcus Cooper's thigh and into the arms of the Broncos' coverage man.
Just like that, the Broncos were gifted the ball back and then finished off that drive with a 33-yard field goal.
10. C.J. Anderson carries the Broncos
The Broncos often brought out an extra offensive lineman and played power football in the cold weather at Arrowhead Sunday night, and they were led by running back C.J. Anderson.
After Anderson's 27-carry, 167-yard performance against the Miami Dolphins last week, the Chiefs were aware of his ability to carry the load for the Broncos offense. On Sunday, Anderson carried the ball 32 times for 168 yards and helped the Broncos dominate the time of possession battle 38:47 to 21:13.