BENNINGTON, Vt. - Only 142 people showed up to see Skidmore play Southern Vermont, most of them friends and family members of the players who were eager to start a Thanksgiving break.

Little did they know they would see a game like only two others in NCAA men's basketball history - a seven-overtime marathon.

Skidmore beat Southern Vermont 128-123 on Tuesday night, the longest game ever played at the men's Division III level. Cincinnati beat Bradley in seven overtimes on Dec. 21, 1981, for the Division I mark; Black Hills beat Yankton in seven OTs on Feb. 18, 1956, for the Division II record.

"By the end," Skidmore coach Joe Burke told The Associated Press in a telephone interview, "it was complete exhaustion."

The game was tied at 59 after regulation, and both teams were just getting started. The previous Division III longevity mark had been five overtimes, something that had happened four times according to NCAA records.

"We always talk about toughness," Burke said. "And tonight was just a battle of toughness. I told my kids, 'Enjoy it - because you'll never be part of anything like it again.' They'll be telling their kids and grandkids about this."

Southern Vermont's Lance Spratling played all 75 minutes, one of several records the teams set.

"He's an incredible athlete," Burke said. "He still had some pop in his step at the end. Unbelievable."

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And to think - the game in Bennington, Vt., had more rebounds than fans.

The teams combined for 166 rebounds, 42 more than in any other Division III game in history and an NCAA all-division record - besting the 152 set by Indiana and Michigan in 1961.

"It's hard to describe," Burke said. "The kids, honestly, I know it's the old cliche that no one should lose a game like this, but these kids didn't quit on either side."

John Mantas scored 27 points for Skidmore, which got tying shots near the end of four different overtime periods.

Melvis Langyintuo tied it at 67 for the Thoroughbreds (2-1), of Saratoga Springs, N.Y., with a free throw with 1 second left in the first overtime. Jeff Altimar's jumper with 10 seconds left in the third overtime knotted the score at 84, Terron Victoria's layup with 3 ticks remaining in the fourth overtime extended the game again, and Eli Johnston hit a 3-pointer with 10 seconds left in the sixth extra session to pull Skidmore into a 112-all tie.

Those were Johnston's only points of the game.

"We had guys cramping up all over the place," Burke said.

Skidmore set another NCAA all-division record with 69 points after regulation; the previous Division III mark was 50 by Babson in 1999, which was also eclipsed by Southern Vermont's 64, and the previous all-division OT best was 60 by Division II's California, Pa., in 1989.

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The teams' combined total of 133 points in overtime also is the most ever in a men's NCAA game.

Langyintuo had 18 points and 21 rebounds for Skidmore.

Taeshon Johnson scored 39 for Southern Vermont (3-2) and Spratling finished with 31. Ben Naaktgeboren had 28 rebounds for Southern Vermont.

"It's funny. The whole time, as overtime kept going, I just kept saying to them, 'Enjoy the moment,"' said Burke, who once played in a four-overtime high school championship game. "By the sixth overtime, they got sick of me saying it."

Both teams are off now until Nov. 30, when Skidmore hosts Hartwick, and Southern Vermont visits Westfield State.

"I think we can use a little time off," Burke said. "It'll make the turkey on Thursday that much sweeter."