JOHANNESBURG — Clint Dempsey sobbed as the Americans walked up to get their second-place medals, unable to hide the pain and the disappointment any longer.

The euphoria of knocking off Spain last week dissolved yesterday in the Confederations Cup final when Brazil unleashed its "Beautiful Game."

After dominating the five-time World Cup champions in the first half, the Americans were powerless as Brazil scored three goals in the final 45 minutes to rally for a 3-2 win.

"We're at the point where we don't want respect, we want to win," said Landon Donovan, whose goal in the 27th minute gave the United States a 2-0 lead. "There's no guarantee we ever get back to a final game like this, so it's disappointing."

Luis Fabiano scored twice for Brazil, and Lucio added the third in the 84th minute to give Brazil its second straight Confederations Cup title and third overall. The American men fell short in their first final of a FIFA tournament, but the experience was invaluable.

Almost sure to qualify for next year's World Cup, also in South Africa, the Americans certainly saw the benefits of playing this game. What hurt was the way they lost it.

"We continue to try and move ourselves forward, and playing these kind of games only helps," U.S. coach Bob Bradley said. "But it still feels pretty lousy to let this one get away."

In the third-place match, Spain fought back to beat host South Africa, 3-2, after extra time in Rustenburg.

The United States has beaten Brazil once in 15 games, and it was just 10 days ago that the Brazilians hung a 3-0 rout on the Americans in group play of the tournament that had the critics piling on and some calling for Bradley's job.

In the first 45 minutes yesterday, though, it was Brazil that looked like the beaten team. Its usually fluid offense created few opportunities and was constantly stymied by the U.S. defense and goalkeeper Tim Howard. Meanwhile, the Americans were relentless in their attack on a nervous-looking Brazil defense, with Donovan working hard to give his team several scoring chances.

Just 10 minutes into the game, Jonathan Spector sprinted down the right side and sent a low cross into the area. Dempsey, who had plenty of room to maneuver, raised his right leg and put just enough of a touch on the ball to alter the direction and send it past a diving Julio Cesar.

Dempsey, who also scored in the 2-0 shocker over top-ranked Spain in the semifinals, finished the tournament with three goals and was awarded the Bronze Ball.

Donovan then got possession at his own end shortly after Maicon had sent in a corner for Brazil from the right. The United States midfielder ran up the middle, passed to Charlie Davies and then reclaimed the ball from his teammate before beating Cesar.

There is a reason Brazil has won so many titles over the years, though, and it wasn't about to let another slip away.

Luis Fabiano started the comeback in the 46th minute. The striker collected a pass from Ramires before turning and shooting past defender Jay DeMerit for his fourth goal of the tournament.

"We gave up the first goal so early in second half," Bradley said. "We really put ourselves in a tough spot."

Fabiano added a tournament-leading fifth goal to equalize in the 74th, heading in a rebound after Kaka's cross was kicked against the crossbar by Robinho.

The Americans caught a break in the 60th when Kaka headed a cross from Andre Santos to the near post. Howard stepped back into his goal and knocked the shot off the underside of the crossbar and then gathered the ball safely in his arms. Kaka appealed, arguing that the ball crossed the line before Howard was able to get to it, and television replays indicated he was correct.

It wouldn't matter, with Lucio delivering the decisive goal in the 84th when he headed a corner kick from Elano past Howard. Brazil has now won eight matches in a row, and is unbeaten in 16.

"You look around at their players, and you realize why they're worth so much and why they play at the teams that they play," Donovan said. "It's disappointing when we gave such a good effort today."

As the Brazilians gathered in a circle and jumped up and down in celebration, the Americans remained on the field, watching in stony silence. Many climbed up to get their medals with their heads bowed, and there were few smiles in sight.

"We were able to make it a real game with a top team," Bradley said. "Over time, to be able to sustain that longer, not have ups and downs throughout the game, that's a sign of progress."