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MANNING AND THE BRONCOS' NEW OFFENSE**

When he was growing up, Andy Dalton used to watch Peyton Manning play. Dalton was just 10 years old when Manning made his NFL debut in 1998. That year, despite only getting three wins as a rookie, Manning was able to get one of those victories in topping Dalton's future team, 39-26.

Manning is undefeated against the Bengals, going 8-0.

"You definitely want to watch what they're doing, see how they play, because he's a guy that has been one of the best quarterbacks to ever play the game," Dalton said. "It's cool to get to play against a guy like that."

But the Bengals will be facing a vastly different Manning-led offense on Monday night as the Broncos' offense has leaned on the rushing attack far more in recent games. Last season, Manning had just one game with fewer than 260 passing yards, but he has failed to hit that number in the last four Broncos games. But all four games have been wins thanks to the combined effort between the air and ground offense.

Bengals Head Coach Marvin Lewis noted that the Broncos' offensive approach has changed in recent weeks.

"They felt like guys teed off on Peyton a little bit in St. Louis, because they became a little bit one-dimensional," Lewis said. "You get off track if you're throwing the ball a little bit, you get out of sequence, and you get behind a little bit, and you're looking at second-and-10, and then third-and-10, and that's a little harder to make that yardage back up, but if it's second-and-four or third-and-three, now you've got an opportunity to convert those better. I think that's what supposedly they felt like, so they've tried to make a commitment that you're not going to talk them out of running the football. They're going to find a way to run the football more often."

Lewis complimented Manning's excellent understanding and command of the offenses he runs and said the defense needs to win one-on-one matchups when facing Manning's receivers. With a secondary that includes George Iloka, the Bengals' defense is seventh in the NFL in passing yards per play allowed and ninth on third down.

When asked if his defense will possibly forget about Manning with the run game dialed up, Lewis noted that they will have to defend Manning's weapons no matter what the play.

"Whether they run it or pass it, we have to do a great job on defense. The old saying goes as someone said on the headset last week, 'Watch the run, watch the pass.' I said, 'Ok we got that covered,'" he said laughing.

JEREMY HILL'S IMPACT

Giovani Bernard is a handful for defenses to contain. But on Monday the Broncos will face the challenge of another top running back in rookie Jeremy Hill. Since Bernard's three-game absence due to hip and shoulder injuries, Hill has been bolstering the running game and maintaining the Bengals' status as a dual threat team.

In the seven games since Bernard's injury, including four since his return, Hill has averaged 97.4 yards per game. In that period, he has had three games with 148-plus rushing yards and five touchdowns. Hill was named the AFC Offensive Player of the Week after Sunday's game as he rushed for 148 yards on 25 carries to go with two touchdowns.

Despite his success this season, Lewis said Hill is still "a work in progress" and still has room to improve in many aspects of his game.

"He's got great physical tools and abilities," Lewis said. "He's been very mature for a young guy, for the most part. We try to limit what he says to you guys as much as we can. He's constantly under that microscope, because he is a good kid. He's a very earthly guy. He just wants to talk. He wants to give you what you're asking. Sometimes I tell him, 'It's not to our best benefit for you to think out loud,'" Lewis said.

Lewis said Hill, an LSU product, continues to grow as the season progresses and currently leads the team in rushing attempts, rushing yards and touchdowns. But Lewis said both Bernard and Hill are vital to this offense.

"We need them both, and we need Gio to do his special things both in the run game and the pass game. He was a tick from breaking a couple of those runs last week, where they just ticked an ankle, and he can turn that into a 70-yard run very quickly. We have to keep after it. It's been good. I think he's getting himself healthier. His injuries beat him up a little bit, so he had to have the time that we gave him to come back and work his way back into it."

But the Bengals will run into the Broncos' defense on Sunday, who are No. 2 in the NFL against the rush this season. The Broncos have held great backs Frank Gore (20 yards), Jamaal Charles (35 yards), Marshawn Lynch (88 yards) to less than 90 yards.

The Broncos are allowing teams an average of 71.6 rushing yards per game and 3.41 rushing yards per play.

Hill, with just six starts under his belt, will certainly be tested on Sunday against the Broncos' top-tier defensive line. But the Bengals are already impressed with his play and confidence.

"I think he's done a lot of really good things, and he's playing with a lot of confidence, the coaches have a lot of confidence in him, and a big part of what he's done is what we've been able to do upfront as well," Dalton said. "So it's fun to see the way he's evolved as the player he is, and hopefully he just keeps improving."

PRIME-TIME SHOWDOWN

The Bengals have been battered with questions about their prime-time play this week. They haven't won in prime time this season and are 2-11 in night games since 2011. Lewis said that history of struggling under the lights has less to do with the team and more to do with himself.

"Half of them were in college when it [the struggles in primetime] started," Lewis said. "They don't need to worry about some of that. All they know is since Andy and A.J. [Green] have been here, I think we are 2-4 and we lost the last four after winning the first two. That is the most important thing and it really doesn't matter when we play. It's probably my fault still because I don't like to play the night games. I'd rather play every game at 1 p.m. here. But we got to win this one. It's an important game for us and both teams. It means a lot to both teams."

Since 2011, when Dalton arrived in Cincinnati, the Bengals have been outscored 210-144 in those types of games. Lewis said quarterback play has been huge in how teams have dominated the Bengals so handedly in primetime.

"We haven't had any effect on the other team's quarterback," he said. "Their rating has been about 100, and that's huge. We've turned the football over, we've given up plays in other parts of the game that have hurt us in those games. That makes a huge difference. So we haven't done a very good job of defending the other team's quarterback, we haven't made enough plays effectively on offense, we haven't been very good on third down in some of those games, and they make a big difference."

But Dalton said the Bengals are treating Monday's must-win like any other game and he is pleased with the team's recent play.

"It doesn't matter what we've done in the past, it's what we're going to do on Monday night, and that's our focus," Dalton said. "Regardless of when we're playing, we know it's a big game. Like I said, we want to be playing our best on Monday."