MONTREAL -- Jeff O'Neill made the Montreal Canadiens pay for a bad line change in overtime.
Jason Allison scored the tying goal on a strange play with 2:28 remaining in the third and O'Neill scored a power-play goal 4:13 into overtime to give the Toronto Maple Leafs a 5-4 win over Montreal on Saturday night.
O'Neill's winner came with 46.8 seconds left in overtime, 6 seconds after the Canadiens were penalized for too many men, to help Toronto spoil a historic night in Montreal.
"We needed a win tonight," said Maple Leafs defenseman Bryan McCabe, who had a goal and an assist. "We showed a ton of character having to kill that many penalties in the first period and then it seemed like they just kept coming. To give up a goal lead and then go down one in the third, and get one late and score in overtime, it was a big win."
The Canadiens retired the No. 12 in honor of Hall of Famers Dickie Moore and Yvan Cournoyer during a ceremony before the game.
"There's nothing like it," McCabe said. "Obviously here and Toronto are the two best places to play. I love coming here. There's an aura about the place. There's nothing like it. It was a fun game."
Montreal's Alex Kovalev got his 400th career assist on Andrei Markov's goal 11:11 into the second. Kovalev scored his 299th career goal -- his seventh of the season -- at 8:37 of the third, just 1:15 after teammate Steve Begin tied it at 3, to give the Canadiens their first lead of the game.
"We made a few mistakes, especially at the end when we got caught with too many guys on the ice," Begin said.
Allison got credit for the tying goal 17:32 into the third on a strange play that had to be reviewed by video. Referees Stephane Auger and Dave Jackson originally waved off a goal when the puck came off the top of the net and bounced off Jose Theodore's back before the Montreal goalie trapped the puck between his right pad and the left post.
"I didn't see it," Theodore said. "I looked for the puck and the next thing I knew, I felt something hit me. I wasn't even sure if it really crossed the line. I was just waiting for the call."
With a large number of Maple Leafs fans on hand, a cheer erupted from some of the sellout crowd of 21,273 when Auger pointed to the faceoff circle to signal the tying goal.
"I don't understand what took so long," Toronto coach Pat Quinn said. "It was pretty clear to everybody that there was no problem. I'm not even sure why they went upstairs. He called it no goal to begin with -- I don't understand that."
Markov and Michael Ryder scored in the second to tie it for Montreal, which trailed 2-0 and 3-2. The Canadiens came back to take a 4-3 lead in the third on goals by Begin and Kovalev.
Bryan McCabe had a goal and assisted on Alexei Ponikarovsky's short-handed effort to put Toronto up 2-0. After Markov and Ryder drew Montreal even, Begin had a golden opportunity to put the Canadiens ahead with less than 3:00 left in the second but his backhand toward a wide open net struck the post.
Kyle Wellwood restored the Maple Leafs lead at 19:12, redirecting Nik Antropov's return pass beyond Theodore with 47.8 seconds remaining in the second to finish off a give-and-go and make it 3-2.
Begin tied it 7:22 into the third, putting Radek Bonk's pass from behind the net beyond goalie Ed Belfour from the edge of the crease.
Kovalev brought the sellout crowd of 21,273 to its feet once again when he drove a slap shot past Belfour for the go-ahead goal.
Belfour, who was caught wandering out of his net several times throughout the game, was sharp in the first as Montreal enjoyed an 18-4 margin in shots. The Canadiens went 0-for-4 on the power play in the period while directing 11 shots against Belfour with the man advantage.
McCabe beat Theodore with a slap shot from the right point 4:27 into the second, one second after Kovalev came out of the penalty box with the Maple Leafs enjoying a two-man advantage.
Ponikarovsky increased the lead to 2-0, scoring on a short-handed effort at 7:12. Markov got his second of the season at 11:11 to draw Montreal within 2-1.
Auger and Jackson called coincidental minors 17 seconds apart in the second period, calling Kovalev for diving after he was hooked by Maple Leafs defenseman Aki Berg at 13:24 moments after sending off Ryder for holding and Toronto's Eric Lindros for interference.
Ponikarovsky was sent off for interfering with Theodore at 14:26, and Ryder tied it on the ensuing power play, coming off the boards to fire a wrist shot from the left faceoff circle past McCabe and through Ed Belfour's pads.
No. 12 was painted on the ice behind each goal. ... The Canadiens have sold out each of their 10 home games. ... Moore played 38 games for Toronto in 1964-65. ... Maple Leafs assistant coach Keith Acton and C Darcy Tucker both wore No. 12 for the Canadiens. Acton was the first and Tucker the last, in 1997-98, among six players who wore the number following Cournoyer's retirement. "It's quite special to see that one go up here," said Tucker, who had Cournoyer as an assistant coach when he began his career with Montreal.