The behind-the-scenes story of how the most prized free agent in NFL history hit the recruiting trail—and how he ended up a Denver Bronco

This article originally appeared in the April 2, 2012 issue of SPORTS ILLUSTRATED.

I don't know what to do. What does a free agent do?

—PEYTON MANNING, March 7, to his quarterback mentor and friend, David Cutcliffe

This​ doesn't happen to legends with time left on the clock. Legends who can play—and Peyton Manning can still play, if his neck holds up—don't jet across the country from one city to the next in a two-week span to showcase themselves. And let teams showcase themselves to him. Manning, the highest profile free agent in NFL history, interviewed the teams that wanted him as much as they asked questions of him.

In a meeting with the Broncos on March 9 the four-time league MVP turned to coach John Fox's two chief aides, offensive coordinator Mike McCoy and defensive coordinator Jack Del Rio, and inquired, "What about you guys? You one and done?" Meaning: Will you take the first head-coaching offer you get if we have success here in 2012?

The question surprised both men. Del Rio, fired as the Jaguars' coach three months earlier, said all he wanted to do was get back to hand-on coaching and away from the politics of the top job. McCoy said he turned down one head-coaching interview last year because it didn't feel right; he said he'd leave only for the right job.

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On March 20, Manning was formally introduced as the Broncos' quarterback. There's been much speculation as to why he chose Denver over a team with a regional, nostalgic edge (Tennessee, where he'd gone to college) or a clearly better roster (San Francisco, which came within a game of the Super Bowl last season). The reason can be summed up in a word: familiarity. Familiarity with Broncos executive vice president of football operations John Elway, a Hall of Fame quarterback who won two Super Bowls in his late 30s and with whom Manning shared a clear mutual respect. Familiarity, too, with Fox, a former college recruiter who put his skills of persuasion to good use; and with Del Rio, against whom Manning competed for years when Del Rio was coaching Jacksonville in the AFC South. Familiarity with good friend and Denver resident Brandon Stokley, the former Colts receiver, who hosted Manning on his two trips to Colorado during the process (and who might be in camp with the Broncos this summer). Familiarity with the teams on Denver's schedule in 2012, franchises Manning has faced a total of 93 times. "From talking with Peyton during the process," said Tony Dungy, his former coach with the Colts, "I sensed Denver was the closest thing he could find to what he had in Indianapolis."

And this: Manning likes to be in control. Of everything. In this process, he was. Elway played the game perfectly by doing precisely what Manning wanted him to do—make your case, then stay out of the way while I make my call.

The story of Manning's stressful fortnight of freedom includes misdirection car rides, secret meetings and workouts, and words of wisdom from trusted confidants. Here's how it went down.

CUT DAY AND THE DAY AFTER March 7-8

After an emotional farewell news conference in Indianapolis on the seventh, Manning spent an hour with 30 longtime Colts employees. "Maintenance, secretaries, equipment guys, everybody who'd been there a long time," he said. "Some guys leave a place after a long time, and they're bitter. Not me. But it was important for me to get closure."

Andrew Hancock/Sports Illustrated

He then flew to Miami, where he and his wife, Ashley, have a vacation home, and was annoyed to be chased by local news crews and a helicopter as if he were O.J. riding up the 405. One of his first phone calls that night was from Fox, who told Manning that the Broncos would love to have him visit when he was ready. From his 10 years working the phones and living rooms of recruits for eight college programs, Fox knows one of the keys is to get in on the ground floor.

Manning was uncertain what he would do—as recently as the day before he was released he had thought that he and the Colts might work things out—but his decision wasn't going to be about money. It was going to be about picking a place where he'd feel comfortable early on because of how quickly he'd have to mesh with a new team.

"He sounded bothered that night," Fox said. "Wasn't in his comfort zone."

THE FIRST WEEKEND MARCH 9-11

There's a nifty website, flightaware.com, that allows users to enter the tail number of a private plane and follow its movements around the country. Thus it was discovered that the Cessna Citation X twin-engine jet belonging to Broncos owner Pat Bowlen had flown to Miami early on March 9, stopped in Stillwater, Okla.—where a Broncos delegation that included Elway, Fox and McCoy was watching Oklahoma State's pro day—and landed at an airport in suburban Englewood, Colo. After disembarking from the plane with Manning, the party traveled to the team facility two miles away, pursued by a media armada.

From the start it was apparent that Elway would be the Broncos' greatest asset. He had won back-to-back Super Bowls with Denver at ages 37 and 38, after many thought he was finished. Manning is 36. "How many people in the world can identify with what Peyton's going through right now?" said former NFL safety John Lynch, a friend of both men. "A very small handful. John's one of them. I saw it in their conversations. They really connected."

Fox had Broncos p.r. man Patrick Smyth address two elements he thought would be used against Denver in the bidding—that its defense would hurt Manning's chances of winning big and that Manning, who'd played his home games indoors since entering the league in 1998, would suffer outdoors in Denver. Smyth came up with two tidbits for Fox to use on Manning.

"Do you realize," Fox asked the QB, "that the Broncos have played 519 home games, and the average temperature at kickoff has been 60.1 degrees?"

That was Manning's kind of stat. As was the next. "In your 14 years in Indianapolis," Fox said, "the Colts averaged 26 points per game. In my 10 years as a head coach [with the Panthers and the Broncos], when our teams scored 26 points or more, our record is 39–3."

"How many people in the world can identify with what Peyton's going through right now? A very small handful. John Elway's one of them." — Former NFL safety John Lynch

The Broncos had planned to host a dinner for Manning that Friday night, but how to do it quietly? To dodge the media, staffers prepared seven vehicles to leave the complex at the same time. A news crew from Fox affiliate KDVR-TV followed the van that had transported Manning from the airport. When it reached a seafood place, the crew went in and asked a Broncos employee, "Where's Manning?" Not here. He'd slipped into a black SUV with tinted windows, which had taken him to Cherry Hills Country Club. There he was ready to hear Elway's sales pitch.

Except Elway wasn't selling. When the Hall of Fame quarterback sat with Manning alone at the club, Elway saw a person "in shock" over being cut and imagined what it would have been like if the Broncos, for whom he played his entire career, had released him after 13 or 14 seasons. "There's got to be a dagger in your gut right now," Elway told Manning. "Take your time. Be thorough. Make the right decision, whether it's us or someone else."

"I put myself in Peyton's shoes," Elway told SI on Sunday night. "No pressure. Don't give the hard sell. Let the organization speak for itself. I told him that as much as I wanted him to play for the Broncos, I knew it would be stupid if we forced him and it wasn't a good fit. That's how I'd feel."

Midway through the evening Elway received a text telling him the Redskins had just pulled off a huge trade with St. Louis for the second pick in the draft, presumably to take prized Baylor quarterback Robert Griffin III. Elway told Manning, "Whoa—Washington just traded for the second pick. Looks like they'll get RG3."

"What!?" Manning said, stunned.

From that reaction, Elway knew that the Redskins had been on Manning's list.

David E. Klutho/Sports Illustrated

Manning slept at Stokley's house in suburban Castle Rock that night, and the next morning, Saturday, March 10, the two headed to a nearby field to get a throwing session in. When they found it in use by a lacrosse team, they switched to Plan B, a community park with a 40-yard-square field. As passers-by approached during the workout, Stokley would yell, "Jogger!" or "Cyclist!" and he and Manning would hide the football until the person passed.

That afternoon Manning had another appointment scheduled—with Redskins coach Mike Shanahan and his son Kyle, Washington's offensive coordinator. Though it made little sense after the Rams deal, the Shanahans wanted to keep the date, and Manning did. They discussed football for three hours at Shanahan's expansive house in Denver. Talk about strange connections. Shanahan had been Elway's coach for those two Super Bowls and was fired by the Broncos after the 2008 season. Now Elway ran the Broncos. As Shanahan talked with Manning, a text message popped up on the coach's phone. It was from Elway. "Hey, Mike, put in a good word for us with Peyton." All Shanahan could do was laugh.

One more surprise: Manning got a call informing him that Seahawks coach Pete Carroll had flown, unannounced, with Seattle G.M. John Schneider to the airport in Englewood. Carroll would do whatever Manning wanted—talk for a while in Denver or on the plane to Arizona, his next visit, or fly him to Seattle for a lengthier discussion.

Peyton Manning does not like surprises. He said no thanks. Carroll flew home.

When Manning flew to Phoenix on Saturday night to meet with the Cardinals, his every move was again being tracked. Knowing now that he could be tailed wherever he went, Manning thought of a way to confuse his media pursuers. Where can I fly where there's no chance I'll play next year and where nobody will figure I'd go to meet a team? he wondered. And it occurred to him: Indianapolis! He told the Dolphins to meet him on Monday at the Indianapolis airport. In peace.

THE WORK WEEK MARCH 12–16

Manning was getting into a groove throwing. During the session with Stokley in Denver he'd made 65 hard throws. On Monday in Indianapolis he had a lighter workout, with 40 passes. By Tuesday he was in Raleigh, where he could throw under the eye of David Cutcliffe, who'd been his coordinator in college and is now the coach at Duke. That night 49ers coach Jim Harbaugh and offensive coordinator Greg Roman came to see Manning throw on a lighted field at Duke. First they watched from a car by the side of the field, then, to get a better view, they came onto the field, hoodies pulled over their heads so as not to be recognized by some nosy iPhoner. Manning texted his mother, Olivia: "You'll never guess who I just worked out for. He was wearing a hoodie."

"Bill Belichick?" she responded.

"Remember the Patton principle. Make a decision and do it like hell." - David Cutcliffe to Manning

Good one! Nope, Jim Harbaugh.

On Wednesday, Manning flew from Raleigh to Nashville and spent six hours with the Titans' coaches; no throwing that day. On Thursday, back in Raleigh, 95 more throws with Cutcliffe. Broncos staff came to watch Friday's 55-pass workout. How did he look? "With Peyton, his release time is important, and that's right on target now," said Cutcliffe. "His velocity is right on. His arm slot is right on. His accuracy's amazing. Obviously I'm close to him, but I've watched him throw for almost 20 years now, and I'm really excited about what I think is going to happen. He's going to be great when he needs to be great."

But for whom? It was getting down to decision time. "These are not math problems," Cutcliffe told Manning. "They don't have single right answers." And he reminded Manning of a credo from their days at Tennessee in the 1990s. "Remember the Patton principle," he told Manning as they drove to the airport for Peyton's trip to Tennessee, where he would work out on Saturday for the Titans. "Yep," Peyton said, recalling Cutcliffe's George S. Patton lesson from college: "Make a decision and do it like hell."

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THE HOMESTRETCH MARCH 17–19

To say John Fox was nervous would be an understatement. On the morning of the 17th he texted "Happy Anniversary" to both Peyton and Ashley, who were celebrating their 11th. How did he have Ashley Manning's cell number? "Top secret," Fox said. "I recruited for 10 years in college. I was pretty good."

Manning had told the Titans to meet him at the University of Tennessee football facility in Knoxville on Saturday morning. As Manning drove to the grounds, he saw reporters and camera crews and called Titans coach Mike Munchak, who was driving east on I-40 from Nashville. "The facility's packed with media," Manning said.

"I didn't tell anyone!" Munchak replied.

"Don't worry," said Manning. "Just keep driving, and when you get close, call me, and I'll tell you where to go."

Undisturbed by the rain, Manning threw 55 passes. Then they all went for cheeseburgers.

Roger Frazier, Manning's old equipment manager with the Vols, found a field at the private Webb School in Knoxville. Manning called Munchak and told him that when he got off the highway at the appointed exit, he should look for a black car at the end of the ramp and follow it. Munchak did. After a few blocks they pulled up behind another car—Manning's. No media in sight. Manning led them to the field. Though it was raining and water was pooling in one spot, Manning said, "I'm fine." Undisturbed, he threw 55 passes. Then they all went for cheeseburgers.

Afterward, Manning headed for his family's cabin in Chattanooga. He spent part of the weekend calling people he trusted, then interrupted Fox's dinner on Saturday night by phone with some questions, the tenor of which neither will disclose. "Whatever you decide," Fox told him, "and I hope it's us obviously, we're fine. We appreciate being part of the process."

Manning talked to another confidant, Bill Parcells, who he knew wouldn't b.s. him. He told Parcells his arm wasn't 100% yet. "You know who Jamie Moyer is?" Parcells asked, referring to the veteran lefthander who's been pitching in the majors since 1986. Manning said he did.

"He's 49 years old," Parcells said. "He's not 26 anymore, but he's still getting 'em out. Can you still throw well enough to get 'em out?'

"I think I can," Manning said.

"Then don't worry about it."

Robert Beck/Sports Illustrated

Manning, of course, wins as much with his head as with his arm. If his arm, still weakened from the time off after four neck procedures, makes him short with a few balls, he should be able to make up for it with his intelligence—checking down, fooling the defense. Manning could play a game right now, but he wants his arm to get stronger before he has to make throws that count. His doctors have told him his strength should improve.

On Saturday night Manning called Dungy to discuss the pros and cons of the three finalists: Denver, Arizona, Tennessee. Then he asked, "Are there any other things I should be thinking about?"

Said Dungy, "I told him it's never going to be 100%. He had so many good choices, it's going to be 51–49, or maybe 50–50, and then it just comes down to a gut feeling. I told him what [Hall of Fame coach] Chuck Noll told me a long time ago: When you're making an important life decision, make sure it's without regard to money, title or position. Make sure it's about who you're going to be working with and how much you'll enjoy being there."

Dungy could sense that Manning was leaning toward Denver. "He felt good about Elway, about Mr. Bowlen, about Fox, about the offensive coordinator," Dungy said. "And I think he just wanted confirmation that he wasn't making a mistake."

Look at the teams that fell short, and you see familiar faces. Manning's dad, Archie, played with Munchak late in his career in Houston. Cardinals coach Ken Whisenhunt is a golfing buddy of Manning's and once coached Peyton at the Pro Bowl. Harbaugh preceded Manning as quarterback in Indianapolis. The point men for all were former players.

Look at the teams that wanted in but were cut out. Kansas City: Manning knows G.M. Scott Pioli but isn't close to anyone there. Seattle: no strong relationships. The Jets and Miami: ditto. Washington was a little different because Manning knows and respects Mike Shanahan, but the draft deal with the Rams ended that.

On Sunday, Manning knew he was choosing Denver. On Monday he made the phone calls. "I wish I hadn't gotten so close to Munch," Manning said. "That was a tough call. Same with Jim Harbaugh." When he called Elway to tell him the good news, Elway and Fox were discussing whether to make one final push for Manning. Elway answered the phone and gave Fox a thumbs-up. "I almost pulled both hamstrings," Fox said.

Robert Beck/Sports Illustrated

On Tuesday, Manning met the press at the Broncos' facility in Englewood and held up his new orange number 18 jersey. When he finished almost three hours later, he walked down the stairs and into the locker room, put on Broncos shorts and a Broncos T-shirt and began working out. He followed that routine for the next three days.

Now it was Sunday night, in Palm Beach, Fla., at the league meetings, and Elway was trying to process it all. He'd just pulled off his biggest win since his last game in a Denver uniform, the Super Bowl XXXIII victory over the Falcons. Why did Manning pick Denver?

"I really don't know," Elway said. "I never asked him. I never asked him who was in it or where we ranked. I just know if I was in his shoes, I'd know how I'd want to be treated. And that's how I tried to treat Peyton."

It worked.