Baltimore started the scoring with a 41-yard field goal by Matt Stover.
The Ravens followed the field goal up with a stop by their defense and a 47-yard Joe Flacco touchdown pass to Mark Clayton.
But the Browns would respond with a 92-yard kickoff return by Joshua Cribbs, making the score 10-7.
In the beginning of the second quarter, Derek Anderson drove his team down the field and set up a 23-yard Phil Dawson field goal. This tied the game at 10.
The Ravens ate up the second-quarter clock, bringing it down to :29 before a Matt Stover field goal to put Baltimore up by three, 13-10.
However, the Browns wouldn't go into the half trailing. Cleveland drove down the field quickly and efficiently to give Phil Dawson a chance at a 54-yard field goal, which the kicker made.
With 13 minutes left in the thid quarter, Derek Anderson passed to Braylon Edwards for a 28-yard TD, giving the Browns their first lead of the game.
After an impressive stand by their defense, the Cleveland offense scored again on a seven-yard TD catch by Jason Wright, putting them up 27-13.
Just when it seemed the game was out of reach, Flacco and the Ravens' offense came to life. A long drive down the field would result in a Le'Ron McClain TD. The score was now 20-27.
Baltimore wasn't done yet though. A quick three-and-out by their defense gave rookie QB Joe Flacco the ball back, and he passed it to the right for a 28-yard TD by Derrick Mason. The Ravens had overcome a 14-point deficit to tie the game.
Building on the momentum, the Baltimore "D" stopped Derek Anderson and the Browns again. Matt Stover and the offense paid them back with a 22-yard FG.
Trying to drive down the field for a tying FG or a winning TD, Derek Anderson threw an interception to Terrell Suggs. The big man returned it 42 yards for a Raven TD.
Final Score: Baltimore 37, Cleveland 27
Rookie Joe Flacco had his first two-TD-pass game. He ended the day 17-of-29 with two TDs and no interceptions. This would mark his third game without an interception after a three-INT performance against Indianapolis.
Ray Rice averaged 7.3 yards a carry on the ground, with a long 60-yard run giving him 154 yards on the day.
Baltimore improves to 5-3 and secures their second place spot in the AFC North.