CLEVELAND -- Kelly Holcomb spent three years in Peyton Manning's shadow and two more in Tim Couch's, watching patiently, wondering if he would ever begin the season as a starting NFL quarterback.

On Sunday, Holcomb's long wait will end.

He's opening the year as the Cleveland Browns' No. 1 QB. And Manning will be there to see it. Couch, too.

''How do you think I feel? I'm ready to go,'' said Holcomb, who'll make just his fifth career start when the Browns open the 2003 season at home against the Indianapolis Colts. ''I'm excited. I'm looking forward to this. I really am.''

No wonder.

Not only is Holcomb embarking on a new phase of his career, he'll do it against the Colts, the team he spent five seasons with. He'll do it against Manning, his close friend. And, he'll do it against Colts coach Tony Dungy, who cut Holcomb seven years ago when they were both in Tampa Bay.

For Holcomb, who beat out Couch this summer for the Browns' starting job, this is the opportunity of a lifetime. He's been trying to stay low-key, but during a walk-through earlier this week, Holcolmb had trouble relaxing.

While his teammates were in slow motion, Holcomb's engine was revving like it was 10 minutes until kickoff.

''I could feel myself getting hyped up,'' Holcomb said. ''I said, 'You got to calm yourself down a little bit. The game's not until Sunday.'''

Manning always knew Holcomb's day would come.

When he came into the league as a No. 1 overall draft pick and wide-eyed rookie in 1998, Manning leaned on Holcomb for advice. The pair spent countless hours during the season lifting weights, watching film and learning how to dissect opposing defenses.

The offseason was no different.

Manning, who has started the first 80 games of his career, credits Holcomb with helping him cut his teeth in the league.

''I think every quarterback needs that, somebody who's smart that you can bounce ideas off of. Kelly was great from that standpoint. I think since I've been here, I've only missed something like 35 or 40 snaps in five years, yet I've had 20 different backups.

''We've had a lot of musical chairs since I've been here, but Kelly was here the longest. I've missed him since he's been gone.''

Dungy knew Holcomb had the qualities to be a starter, even when he cut him in 1996. A year earlier, Dungy's predecessor, Sam Wyche, waived and signed Holcomb three times.

''He's a very tough guy,'' Dungy said. ''Very, very committed. I think the things you're seeing now in his play were evident then. He wasn't going to let anything stand in his way.''

Holcomb was waived by Indy in 2001, and a week later, he signed with the Browns, following former Colts offensive coordinator Bruce Arians to Cleveland.

With the Browns, he found himself in the same situation as with the Colts, the No. 2 quarterback behind a former No. 1 draft pick. Holcomb didn't take any snaps in practice, but Manning could always tell his backup wouldn't be a backup for long.

''In practice he would always give our defense good looks and he's always been just a natural passer,'' Manning said. ''The ball comes off his hand real easy. I'm happy for Kelly and his opportunity.''

Holcomb absorbed all he could while serving as Manning's understudy. He came to the Browns with the same work ethic he nurtured in Indianapolis. Holcomb bonded with Couch, helping him learn Arians' complex system.

It's what Manning would have done.

''He's very detail oriented,'' Holcomb said of Manning. ''He knew what everybody was doing on the field. He watched a lot of film. Myself and him would get in there and watch a lot of film. I learned a lot from him.''

One of the biggest lessons was to be true to yourself.

''When Peyton didn't play well, he came in and he was the same guy,'' Holcomb said. ''He just wanted to work and get better for the next game.''

Holcomb's time in Indianapolis shaped him into the quarterback he is today. But just because he has finally moved into an elite group of 32 starting QBs, Holcomb isn't satisfied.

''Every time you step out on the field you're trying to prove something,'' he said. ''Whether it's in practice or in games, you have to prove something. Going to Indianapolis, I had a lot of good years there. Things didn't work out there, but they worked out here.''