CHARLOTTE, North Carolina (Ticker) -- John Fox's defense had no answers for Steve McNair.
McNair solved one of the NFL's top defenses for 190 yards and a touchdown through the air and another score on the ground as the Tennessee Titans knocked the Carolina Panthers from the unbeaten ranks with a resounding 37-17 victory.
"I had no visions of going undefeated, (but) I didn't want to lose a game like that," Fox said. "We didn't play well enough for us to win. We've got some things to work on. We've got a lot of work to do."
"We were surprised. That was a shocker," Panthers defensive tackle Kris Jenkins said. "It was an old-fashioned butt-whipping. There's no other way to say it. It was on offense, defense and special teams."
Fox, a former defensive coordinator for the Oakland Raiders and New York Giants in his second year as coach, has turned around the Panthers by emphasizing defense. Off to a 5-0 start - the best in franchise history - Carolina came in allowing just 13.8 points per game, second-best in the league.
But McNair was coming off a career-high 421 passing yards in last week's 38-17 rout of Houston and had Tennessee's attack humming again. Also getting touchdowns from their defense and special teams, the Titans (5-2) scored at least 27 points for the fifth straight game.
McNair was in the middle of it, confounding Carolina with his ability to pass and run. Avoiding the pass rush of Jenkins and Julius Peppers, he completed 12-of-22 passes without an interception and opened the scoring with a seven-yard TD run just over two minutes into the game.
"It was a challenge for us," said McNair, who was sacked three times. "They have a great front four. They put some pressure on me. ... They did a good job of rushing when they had to or sitting back and using their height."
"We got up (early) and scored points," Fisher said. "They hadn't given up points in the first quarter all year. We wanted to be somewhere over 30 points. We knew there needed to be a gap going into the fourth quarter. Today shows what happens when you give Steve enough shots."
It was a bad day all around for the Panthers (5-1), who lost linebacker Dan Morgan to a concussion in the second period and could not get running backs Stephen Davis or DeShaun Foster untracked. Davis managed just 20 yards on 11 carries and Foster fumbled away a reception that Titans linebacker Keith Bulluck returned 32 yards for a TD in the fourth quarter.
"We felt if we could force them to throw the ball, we had a good shot," Fisher said.
"I think he (Davis) got frustrated when he was getting hit at the beginning of his plays," Bulluck said. "We were shooting the gaps and hustling all game. They couldn't get back in the game."
From the first play, the Panthers were on their heels. Brad Hoover misplayed the opening kickoff and Ray Wells recovered at the Carolina 30. Five plays later, McNair stepped up through the pocket and ran left into the end zone.
"McNair just got out of the pocket," said Peppers, who later had a sack of McNair. "It was a little more of us not doing what we were supposed to."
After an exchange of possessions, the Panthers forced a punt. Reserve quarterback Billy Volek was inserted as the up man, took a direct snap and threw a 10-yard pass up the right sideline to Eddie Berlin, who took it all the way for a 50-yard TD and a 14-0 lead.
"We didn't play as smart," Fox said. "We turned the ball over and they scored 14 points in the kicking game with two errors."
McNair's 19-yard pass to Derrick Mason set up Gary Anderson's 40-yard field goal and his 40-yarder to Drew Bennett positioned Anderson for a 32-yard kick that made it 20-0 less than three minutes into the second period.
John Kasay's 53-yard field goal got Carolina on the scoreboard, but McNair struck again, getting loose for a 23-yard run before a nice 22-yard touch pass to Bennett in the rear left corner of the end zone, making it 27-3 just before halftime.
That forced the Panthers to abandon the run and allowed the Titans to go to their ground game. Robert Holcombe had 53 yards on 16 carries and Eddie George added 51 on 18.
"We got the jump on them early," Bulluck said. "I think it shows we're a pretty good team. It made our day easier shutting down their run."
"When you are down 14-0 and then 27-3 at halftime, we pretty much aborted the run at that point," Fox said. "Time was running out. Basically, we didn't try to run the ball in the second half."
In the fourth quarter, Anderson kicked another field goal and Carolina's Jake Delhomme threw TD passes to Steve Smith and Nick Goings around Bulluck's return.
"It was an excellent team victory. Coming in here and putting up 37 points against an undefeated team is great," George said. "We didn't let them back in the game."
Delhomme was 31-of-49 for a career-high 362 yards and Smith caught 10 passes for 151 yards for the Panthers, who lost four fumbles.
"This is a minor setback. We will come back tomorrow," Peppers said. "It (first loss) had to come. It just came today."
Bennett caught four passes for 97 yards for the Titans, who gave McNair a deserved breather midway through the final period.
"We have a lot more good football in us," McNair said. "We haven't peaked yet."
