CINCINNATI— Cedric Benson isn't running in place anymore.

Nine months ago, the running back with seemingly unlimited potential was out of football, undone by his poor choices off the field. Two alcohol-related arrests prompted the Chicago Bears to waive their former first-round draft pick.

The only team that wanted him was one with a history of taking chances on troubled players, risks that often caused them grief and regret.

Not this time.

The Cincinnati Bengals gave Benson a two-year contract on Tuesday to become the cornerstone of their rebuilt offense. Instead of leaving as a free agent, the 26-year-old running back decided to stick with the team that offered him another chance last September when he was at a low point.

"Just the fact that they gave me the chance when nobody did," Benson said Wednesday. "I was at home. I was watching football. There was a lot of negative talk out there surrounding me, not only as a player but my character off the field as well.

"I'm sure maybe they second-guessed the thought at times, but they followed through with it."

The Bengals have a history of giving second chances — and third and fourth chances — to players who get into trouble. Linebacker Odell Thurman and receiver Chris Henry were the most high-profile examples, piling up the arrests and suspensions.

Their latest gamble had more to do with desperation. When the Bengals got down to one healthy running back last September, they decided to sign Benson, who had those two criminal cases dropped when grand juries declined to indict earlier in the month.

He was cleared on the legal front. Could he gain yards and stay out of trouble in Cincinnati? The Bengals' uncertainty was reflected in the contract they offered — one season.

Benson quickly put them at ease.

He and receiver T.J. Houshmandzadeh were the only bright spots in an offense that finished last in the league, done in by a crumbling offensive line and quarterback Carson Palmer's elbow injury. Coach Marvin Lewis watched Benson closely to get a read on him. Lewis liked everything he saw as Benson tried to learn a new offense overnight.

"To his credit, he stayed late, he came early and really worked very, very hard at it," Lewis said Wednesday. "I think that impressed all of our players — his work ethic and how he went about his task as a pro."

Benson started the last 10 games and finished with a career-high 747 yards rushing. He had three 100-yard games, including a career-high 171 yards at Cleveland in the second-to-last game. He finished the season with 111 yards in a win over Kansas City.

The Bengals won their last three games against reeling teams to finish 4-11-1. It's difficult to draw many conclusions from wins over Washington, Cleveland and Kansas City, none of which put up much resistance. The Bengals concluded that Benson was their guy.

He wanted to see what offers awaited elsewhere after the season. He visited Houston on Monday, enticed by the thought of playing in his home state. But the Texans don't need a starting running back — Steve Slaton ran for 1,282 yards last season — so Benson would have to be a backup.

A day later, he decided to stay in Cincinnati.

"Not only was it for me personally a redeeming season, but I think as well as for the team, how we turned it around there toward the end of the season," Benson said. "We were able to redeem ourselves."

Maybe not quite. The strong finish couldn't disguise a season that reminded everyone the franchise hasn't changed substantially over the past 18 years. Cincinnati has only one winning record over that span, one of the worst stretches of misery in NFL history.

The offseason hasn't gone very well, either. Starting right tackle Stacy Andrews left for Philadelphia and Houshmandzadeh — their top receiver each of the last two seasons — signed with Seattle, saying the Bengals didn't make a sincere attempt to keep him.

"If Cincinnati wanted, they could have had me," Houshmandzadeh said Tuesday, after signing with the Seahawks. "They wanted me, but at their convenience."

The Bengals are interested in receiver Laveranues Coles, an unrestricted free agent from the Jets who caught 70 passes last season. Cincinnati drafted receivers Jerome Simpson and Andre Caldwell in the first three rounds last April, giving them options in case Houshmandzadeh left. Also, they weren't sure whether Chad Ocho Cinco would honor the rest of his contract, which runs for two more seasons.

"We really addressed those voids last year through the draft," Lewis said. "We're working very diligently to maybe upgrade us a little bit in some areas, too. Hopefully here soon that will be done."