ST. LOUIS — The last-place St. Louis Rams continue to show opponents that they know how to compete against the league's best.
The Rams added Peyton Manning and the AFC-West leading Broncos to the list of favorites beaten by St. Louis.
''It's not too bad to beat a guy who can put up 40 points in no time,'' defensive end Robert Quinn said after the Rams surprised Denver, 22-7, on Sunday. ''He's a future Hall of Famer. It took a whole team effort.''
The Rams had already beaten the past two NFC champs — Seattle and San Francisco. And they had blown big leads at home against the Cowboys and the first time they played the Niners.
This time, they finished the job against the NFL's second-ranked offense, which hadn't scored fewer than 20 points and had scored 30 or more in five of the previous six games.
Shaun Hill was effective in his first start since regaining the quarterback job and the defense made the stops that counted.
Rookie Tre Mason had 29 carries for 113 yards, the most against the Broncos' top-ranked run defense this season.
Kenny Britt added four catches for 128 yards with a 63-yard score and Greg Zuerlein was a career-best 5 for 5 on field goals for the Rams (4-6).
Manning was 34 of 54 for 389 yards with two interceptions. He was held to a 42-yard touchdown pass to Emmanuel Sanders, ending a streak of 15 consecutive games with at least two TD passes. Sanders later left with a concussion.
''We didn't execute very well and I just think I didn't play very well,'' Manning said. ''No excuses. I have to play better and we have to score more points than seven.''
Demaryius Thomas had seven receptions for 103 yards, his seventh consecutive 100-yard game to match the Cowboys' Michael Irvin (1995) for second-longest single-season streak in NFL history. Calvin Johnson holds the record with eight straight.
The Broncos (7-3) failed twice on fourth down deep in St. Louis territory. Manning threw incomplete from the 37 in the first quarter and rookie Aaron Donald's sack on fourth and 4 ended a drive in the fourth quarter.
Quinn spun Manning around before Donald took the quarterback down.
''I got the opportunity to clean him up,'' Donald said. ''You've got to take a big quarterback down when you can.''
The Broncos were 4 for 12 on third down and failed twice on critical fourth downs.
They got at least one first down in all but one of their 13 possessions, but only twice had more than two first downs in a drive and never had a snap in the red zone.
Julius Thomas (ankle) was sidelined in the first with two catches for 3 yards and ruled out in the third, Montee Ball (groin) got limited work before aggravating an injury that kept him out the previous five games. Sanders was ruled out after a hit from Rodney McLeod on a deep sideline throw in the third.
Hill was 20 for 29 for 220 yards and a touchdown with no interceptions in his first start since injuring a thigh in the first half of the season opener. He kept it clean with a turnover-free outing.
Critical mistakes landed Austin Davis a spot on the bench. Hill needed two weeks to recover from a thigh injury that sidelined him in the opener, but after that he needed lots of patience.
''It's a constant process to stay up, especially as a backup, it's tough,'' Hill said. ''But it's something you've got to do.
''I certainly had the butterflies going. It was a lot of fun to be back out there.''
Zuerlein hit three short field goals early, then connected from 55 and 53 yards in the fourth quarter.
''Lots of times, you don't get many opportunities,'' Zuerlein said. ''Today, they came in bunches.''