Tennessee's second-half woes continued Christmas night as the Titans gained only 64 yards and were held scoreless.

Denver did as much offensively as they did defensively to slow down the Titans offense. It started with a 16-play, nine minute, 44 second drive on their first possession of the third quarter. Although that drive resulted in just a field goal, Denver established momentum and control of the game.

''We fell behind and just couldn't get the ball back,'' Titans Head Coach Jeff Fisher said. ''I don't know if we had the ball for 20-21 minutes in the game. That's not enough time to try to outscore anybody.''

Broncos kicker Jason Elam hit two of his three field goals in the second half. Elam finished the game three of four with a long of 30 yards.

Denver put the game away when running back Reuben Droughns broke through the line for a 23-yard touchdown run late in the fourth quarter. Droughns finished with 91 yards rushing and three total touchdowns.

Tennessee could not keep up offensively in the second half. Quarterback Billy Volek completed just two passes in the second half before leaving with a knee injury in the fourth quarter.

Volek finished the game eight of twenty for 111 yards passing and two interceptions. Doug Johnson came in to replace Volek, which marked the first action of the season for Johnson. He passed for 26 yards in limited action.

''(Johnson) was fine,'' Fisher said. ''He was ready to go in, and he had a couple of his balls dropped, which is hard on anybody. For the most part, he went to the right place.''

The slow second half pace was a change from the first half when both teams combined for over 400 yards of offense. The Broncos started quickly as Droughns scored on a 23-yard screen pass from Broncos quarterback Jake Plummer.

Denver jumped out to a 17-3 lead after Droughns scored a second time, but the Titans answered with a 13-yard touchdown run by Antowain Smith. It was the third touchdown of the season for Smith, who finished with 59 yards rushing.

Denver increased the lead to 14 points again when Plummer found Rod Smith on a fade route for a seven-yard touchdown late in the second quarter. Plummer finished the game with his best effort in a month: 21-26 for 303 yards and two touchdowns.

Tennessee did get two breaks to end the second quarter. The first came when Broncos punt returner Triandos Luke muffed a punt and Jordan Kramer recovered for the Titans at the 25 yard line with 1:44 to go in the half. Volek could not move the football through the air, and Tennessee had to settle for a 43-yard field goal.

Less than a minute later, Keith Bulluck intercepted Plummer as Denver was nearing field-goal range. Bulluck took the ball to the Broncos side of the field. Tennessee picked up 15 yards on a pass to Ben Troupe to set up a 50-yard field goal. Punter Craig Hentrich came on the field and nailed it to end the half, which cut the deficit to eight points.

Tennessee was outgained on the night 496 yards to 153 yards. The Titans recorded a season-low 10 first downs, which came as a result of converting just one of 11 third downs.

''They were a good defense, and the corners are good corners,'' Offensive Coordinator Mike Heimerdinger said. ''We helped them a little bit. I think we probably had in the second half five drops.''

The Titans suffered a few more injuries to the offensive line in the loss. Jacob Bell left with a knee injury along with Fred Miller. The status of both players will be evaluated further Sunday.

Tennessee falls to 4-11 on the season with a home record of 1-6. The Titans will wrap up their 2004 season at home January 2 against the Detroit Lions.