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 Sunday 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 Confederations Cup title in a row and third overall.

The American men fell short in their first final of a FIFA tournament, but the experience was invaluable as they head toward a likely appearance in next year's World Cup, also in South Africa.

"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 U.S. 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 that had the critics piling on and some calling for Bradley's job.

In the first 45 minutes Sunday, 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, put just enough of a touch on the ball to alter the direction and send it past a diving Julio Cesar.

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

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

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.

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

Lucio delivered the decisive goal in the 84th minute 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."