Hoping to rebound from their loss to the Falcons the Rams flew to INVESCO Field at Mile High for an Inter-conference duel with the Broncos. In the first quarter the Rams trailed early as Knowshon Moreno got a 4-yard TD run, followed by kicker Matt Prater nailing a 49-yard field goal. They cut the lead down with QB Sam Bradford getting a 36-yard TD pass to TE Michael Hoomanawanui. The deficit increased as Prater made a 40-yard field goal. They pulled ahead with Bradford completing a 2 and a 26-yard TD pass to TE Billy Bajema, followed by kicker Josh Brown nailing a 28 and a 37-yard field goal. This was followed in the third quarter by RB Kenneth Darby getting a 1-yard TD run. The lead was narrowed with QB Kyle Orton making a 41-yard TD pass to Lloyd, but it was expanded after Brown got a 26-yard field goal. The Broncos tried to come back as Orton completed a 16 and a 5-yard TD pass to wide receivers Eddie Royal and Brandon Lloyd, but the Rams' defense held them on for the win.

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