Disadvantaged by a lack of conditioning, West Ham United knew keeping pace with an in-season MLS All-Star squad would prove difficult.

Yet flair and focus, as much as fitness, propelled the All-Stars past West Ham, 3-2, at a sold-out BMO Field Thursday. They pushed the pace early in the match and twice came back quickly from conceding a goal to score one of their own.

"I thought we responded well to the goals we gave up," said defender Jimmy Conrad. "We could have scored a couple more but we got enough."

MVP Cuauhtemoc Blanco tormented the Hammers with a back heel to set up a goal for Christian Gomez and scored one himself with a clever cut-back that dumped Scott Parker on his rear as Blanco drilled a shot into the top corner. Dwayne DeRosario lured West Ham captain Lucas Neill into a mistimed tackle by sifting through the back line on the dribble, then scored the gamewinning goal from the penalty spot.

Landon Donovan and Gomez sliced open West Ham with their touches and dribbles, Shalrie Joseph bossed the midfield, Jonathan Bornstein and Frankie Hejduk worked the flanks from their outside back slots, and David Beckham served up a nice selection of crosses and dead balls that didn't lead directly to a goal but thrilled the crowd and tested the Hammers most of the time.

"When you have good soccer players there's a lot you can do," said Donovan. "If we had a couple of months to train together I can't imagine how good we would be. Guys understand how to play."

Dean Ashton scored both goals for the Hammers, and both times they quickly conceded a goal right back. West Ham manager Alan Curbishley used 16 players, All-Star head coach Steve Nicol emptied his bench and gave all 18 players an appearance. Joseph, Conrad, Beckham and Pablo Mastroeni played the full match.

"We kept the ball well and defensively we were solid in the back," said Joseph, a dominating presence who won balls in midfield and pushed intelligent passes out wide or forward to start attacks. "Overall, I think we gave the fans what they wanted, excitement: Blanco with a back heel, Christian Gomez with a good finish, Beckham hitting good balls to people, Juan Pablo [Angel] is one of the best finishers around. It was a good performance by the whole team."

Ashton opened the scoring in the 26th minute by running onto a long ball from Carlton Cole and smashing a shot past keeper Matt Reis. Barely a minute later, Gomez swapped passes with Blanco, whose backheel completely befuddled the West Ham back line, and fired in the equalizer.

More combination play set up subsequent chances, with Juan Toja creating the second goal by dribbling inside and laying a ball to isolate Blanco against Parker with two minutes left in the first half.

"As long as he doesn't do that against the Galaxy, it's good," Beckham said of Blanco. "Everybody knows his quality. We as players know his quality and try to play to his strengths and tonight we were able to connect, not just me and him, all the players all over the field."

Blanco won MVP honors for his goal and an assist.

"The important thing was that we won," Blanco said. "With David, we were able to connect when usually we play against each other, but we put in a good performance and we won."

DeRosario put away the winning goal less than two minutes after Ashton tied the match, 2-2, and shortly thereafter slipped a pass that Angel blasted into the roof of the net with the assistant referee's flag up for offside.

"I thought they got tired late in both halves," said Conrad, who tried to head away Ashton's shot but instead diverted it past Reis for the second goal. "We gave away a route one goal on the first one when we were caught in-between stepping up or not stepping up. The second goal came off me when we didn't close guys down, I was just trying to get my face out of the way and hit right me in the ear and the shoulder and went in."

Reis had to make four saves, none of them difficult, but despite its lack of game sharpness, West Ham set up Carlton Cole and substitute Luis Boa Morte for shots that Reis did well to repel.