Where: Bank of America Stadium, Charlotte, N.C. (grass, outdoors)
When: Sunday, 1 p.m. EST (CBS)
Spread: Broncos by 4
Forecast: Mostly sunny, 68-70 degrees.
2012 records: Broncos (5-3); Panthers (2-6)
Past results: Two most recent meetings -- Dec. 14, 2008: Panthers 30, Broncos 10; Oct. 10, 2004: Broncos 20, Panthers 17. Series record: Broncos hold a 2-1 edge.
What matters: Both teams are among the league's best in the pass rush; the Panthers have received 8.5 sacks from their defensive end duo of Greg Hardy and Charles Johnson in the last two games, while Denver is on pace for its highest sack total since 1999 and has received 15 sacks from Von Miller (9) and Elvis Dumervil (6). But the Panthers can take the edge off the Broncos' pass rush by going heavy on zone-read option looks with QB Cam Newton, although the Broncos know how to diagnose that tactic from their experience with Tim Tebow last year and will likely be disciplined enough to stay at home and not get caught out of position. Their success will be determined by how well they contain Newton and how often they force errant throws, rather than how many sacks they amass.
Peyton Manning's quick throws also could take Johnson and Hardy out of their comfort zone. Their best bet to impact plays will likely rest on getting their hands up in the air, since Manning has proven adept at checking down and avoiding sacks. He hasn't been brought down since Oct. 7 at New England.
Who matters: Carolina CBs Josh Norman and Captain Munnerlyn aren't big; Norman is 6-feet and 195 pounds while Munnerlyn is 5-foot-8 and 190 pounds. They'll have to be quick to make plays against Broncos WRs Eric Decker and Demaryius Thomas, who at 6-foot-3 and 218 and 229 pounds, respectively, could overpower the Panthers' cornerbacks.
Defending tight ends continues to be an issue for the Broncos, who have put rookie LB Danny Trevathan on the Saints' Jimmy Graham and the Bengals' Jermaine Gresham the last two weeks. He faces another challenge in Carolina's Greg Olsen this week; how Trevathan fares could determine whether he keeps playing as one of the Broncos' two nickel linebackers after D.J. Williams returns from nine games on suspension next week.
Key matchup: For a second consecutive week, Broncos CB Champ Bailey is at the center of attention, but this time, the challenge is different; Panthers WR Steve Smith is seven inches shorter than Cincinnati's A.J. Green.
"When the ball's up, he goes up like he's 6-4," Bailey said.
And the ball might go up to Smith often. Once again, he's the Panthers' leading receiver. But he'll face a cornerback who was successfully targeted by the Bengals last week, with Green amassing 99 yards on seven catches with a touchdown. Bailey did manage an interception, but he knows that after last week, teams might see a window to throw at him, which would be a dramatic change from the usual avoid-Bailey-at-all-costs tactic employed by most opponents.
"I hope they always get confident by plays people make against me," Bailey said. "They've got to pick their battles wisely. I'm sure they will."
Injury of note: CB Tracy Porter was ruled out for a fourth consecutive game after not practicing all week. RG Chris Kuper will not play after spraining his left ankle last week; he'll miss two to four games.
Inside stuff: Carolina's tactics have changed drastically since John Fox's contract wasn't renewed after the 2010 season, but half of its starters were with the Panthers for the final season under Fox, who has eight assistant coaches who served on Carolina's staff at some point between 2002 and 2010. If the Broncos can utilize that knowledge, Carolina might be left without its most reliable weapons.
Connections: Broncos head coach John Fox held the same position on Carolina's staff from 2002-10. … Eight Broncos assistants coached with Fox in Carolina: defensive coordinator Jack Del Rio (2002), offensive coordinator Mike McCoy (2000-01 with George Seifert, 2002-08 with Fox), special teams coordinator Jeff Rodgers (2009-10), assistant secondary coach Sam Garnes (2010), offensive line coach Dave Magazu (2003-10), secondary coach Ron Milus (2009-10), linebackers coach Richard Smith (2009-10) and receivers coach Tyke Tolbert (2010). … Broncos reserve OL C.J. Davis was with the Panthers from 2009-10 before being cut in the preseason of 2011 … Panthers OL Jeff Byers was on the Broncos' active roster for the last two games of the 2010 season.
Stat you should know: Five of Carolina's six losses have come by six points or less, including a pair of defeats at Atlanta and Chicago -- two of the league's three best teams -- by a combined three points. If the Broncos overlook Carolina, they could pay a heavy price.
Bulletin board quote: "I'm hoping I can do my little Superman thing too, a chance to rub it in, too. I'm sure it's gonna be a tough game. Just hope we have one more point than those guys Sunday." -- Broncos LB Von Miller, talking celebrations relative to Newton's Superman pass.
Record watch: With one more touchdown pass, Manning will tie Dan Marino for second all-time in league history with 420.
Looking ahead: Next week's game against San Diego could effectively mean the end of the AFC West race -- or it could revive the Chargers and create a sprint for the finish. Even if the Broncos lose and San Diego wins this week, the Chargers would only be tied with the Broncos, who could effectively take at least a two-game lead (thanks to a tiebreaker advantage) should they complete a season sweep of the Chargers in Week 11.
Prediction: Broncos 31, Panthers 20.
For up-to-the-minute Broncos updates, follow Andrew Mason on Twitter at @CBSBroncos.