ST. PETERSBURG -- There definitely was a different look on the Rays' faces by the time Game 2 ended early this morning.

If David Ortiz could get a peek through the mass of players piling up in the infield to celebrate the 9-8, 11-inning win, he would see jubilation and exhilaration, with a bit of relief and a tad of exhaustion.

After Ortiz said the Rays looked rattled on the stage of Friday's AL Championship Series opener, and manager Joe Maddon agreed, they responded with a tenacious effort Saturday.

The Rays came back from deficits of 2-0, then 3-2, then 6-5 to take an 8-6 lead in the fifth, gave it up in the eighth when the Red Sox scored on Dan Wheeler's extremely wild pitch, then came back yet again to win it in the bottom of the 11th.

B.J. Upton delivered a sacrifice fly with the bases loaded off Sox reliever Mike Timlin that scored Fernando Perez to launch the celebration.

"It was a lot of fun," Upton said during the post-game radio interview. "The fans kept us in it the whole time."

It was the 12th walkoff win of their amazing season, and obviously the most significant, as they tied the best-of-seven series, 1-1. The teams get a much-needed day off today, with Game 3 set for Monday afternoon at Fenway Park.

The game, which hit the 3-hour mark in the sixth inning, lasted 5:27, ending shortly before 1:40 a.m. before a roaring Tropicana Field sellout crowd of 34,904 that is sure to sleep in this morning.

There were big blasts, the seven home runs (all by the top of the fifth inning) marking a record for an ALCS game, just the fourth time that many have been hit in any postseason game.

There were some huge outs by the bullpen after short and ineffective outings by both starters, Scott Kazmir and Boston's Josh Beckett.

There were some typical Rays runs, such as the three-run fifth that featured a walk and a key stolen base by Upton, then RBI hits by Carlos Pena -- a single through the Boston shift, Evan Longoria -- a double that was his third hit of the night and chased a struggling Beckett and Carl Crawford -- off lefty reliever Javier Lopez).

There were some significant mistakes, topped by Wheeler's 2-and-0 wild pitch in the eighth that soared so high it glanced off the glove of leaping catcher Dioner Navarro, allowing Dustin Pedroia to score the tying run as Navarro's toss back to the plate was also errant.

And there were heroics at the end for the Rays, after Boston manager Terry Francona decided 18 pitches and 1¹/₃ innings were enough for closer Jonathan Papelbon. The Sox turned to veteran Timlin, and that turned the game in the Rays' favor.

Navarro drew a leadoff walk, and Ben Zobrist, who was trying to bunt, also walked, sending pinch-runner Perez to second. Both runners, breaking on the pitch, moved up on Jason Bartlett's bouncer to third. The Sox intentionally walked Akinori Iwamura.

Upton followed with a fly to medium right and Perez raced home ahead of J.D. Drew's throw.

The Rays got homers from Longoria -- a two-run shot, snapping his 0-for-13 skid, following a pregame chat with Maddon, Upton in the third -- his fourth of the postseason and Cliff Floyd in the fourth.

The Sox got a pair from Pedroia, his first-round slump apparently over, and back-to-back shots in the fifth from Kevin Youkilis -- off Kazmir to tie the score at 5 and Jason Bay -- off Grant Balfour to put the Sox up 6-5.

Kazmir had another rocky start, throwing 38 pitches in the first inning (one more than in his division series start against the White Sox) and working only into the fifth. He allowed five runs on six hits (three homers) and needed 98 pitches to do so.

Beckett, looking nothing like the postseason ace he is, was worse. He, too, failed to get out of the fifth, allowing eight runs on nine hits.

Kazmir escaped the first allowing just two runs, and the Rays battled back to give him a 5-3 lead going into the fifth, but he didn't handle it well.

He gave up Pedroia's second homer of the night on his second pitch. Then with one out, and with bullpen coach Bobby Ramos tipping his cap to indicate Balfour was ready, Maddon left Kazmir in to face Youkilis, and it was a bad decision. Youkilis knocked a 1-and-0 pitch, Kazmir's 98th and last of the night, over the leftfield fence to tie the score at 5.

Then again, bringing in Balfour didn't work out too well either, as he gave up a homer on a 2-and-2 pitch to Bay, putting the Sox ahead 6-5.