This is one game Bengals middle linebacker Brian Simmons wanted to play and why not? The Ravens bring to the table Sunday two tight ends with a combined 12 Pro Bowl berths and 1,053 catches. The 6-2, 230-pound Shannon Sharpe, 32, is second on the all-time tight ends receiving list with 560 catches, 102 away from Hall-of-Famer Ozzie Newsome's record. Ben Coates, 6-5, 245 pounds, is fifth on the list with 493 at age 31.

"It's game that would have been a challenge," said Simmons, out with a knee injury. "You want to prove yourself against the best and this is one of those games."

Instead, a lot of the pass coverage is going to fall to rookie middle linebacker Armegis Spearman. Outside backer Steve Foley and weak-side backer Takeo Spikes will get their shots in coverage, but all eyes will be on the 6-1, 254-pound Spearman in his second NFL start.

Simmons also played against Sharpe as a rookie back in 1998 when Sharpe's Broncos beat Cincinnati, 33-26, and Sharpe was relatively kept in check on three catches for 35 yards. Asked to give Spearman some advice, Simmons pointed to an interception he thinks he should have had that day. . . .more

"You've got to try and be physical with him because he's going to try and push off," Simmons said. "He won't run away from you. He's been around the league awhile so he knows the things to do to get open and he'll run good routes. I like to say when they push, you pull because you want to close up that relationship with the receiver. It depends on how the ref is going to call the game. They got me on Sharpe, but I don't know remember touching him."

In that '98 game, Simmons thought he had an interception when he outfought Sharpe for a jump ball from Denver quarterback John Elway as Elway was flushed from the pocket on a scramble. But the officials said Simmons held Sharpe and took the interception away.

"What makes Sharpe such a good receiver is that he's got the moves of a wide receiver," Spearman said. "He's got a lot of head fakes. That can throw you off for a second and you lose him. You have to play him straight and don't go for the moves. Coates is a bigger target and probably a better run blocker."

Coates dipped to 32 catches last season with the Patriots, but Baltimore often deploys him and Sharpe on the same play. Simmons can see Coates being dangerous in goal-line situations.

"He's a big body and he'll probably try to shield you off," Simmons said. "With him, it 's real critical to be very physical and break off the timing of the route. That way the quarterback looks away from that read. If not, and you let him run the route on you, he's too big. They're going to throw some in on you, but you just have to tackle the catch."


MATCHUPS:In his sixth NFL start,Bengals QB Akili Smithmatches wits withRavens FS Rod Woodsonin his 175th NFL start. The Bengals try to fight the absence of Vaughn Booker with the rotation ofDEs Michael Bankston, John Copeland, Jevon Langfordvs.Ravens LT Jonathan Ogden.Bengals C Brock Gutierrezmakes his first NFL start vs.Ravens DTs Tony Siragusa and Sam Adams.If Clif Groce can't play,Bengals FB Nick Williamsmakes his first NFL start that could find him at times taking onRavens MLB Ray Lewis.** . . .more

SMITH VS. WOODSON: How well do the Bengals know Woodson, 35, the future Hall of Famer? Forget that he had his best years under Bengals defensive coordinator Dick LeBeau in Pittsburgh and just may have followed LeBeau to Cincinnati if the Benagls were playing on grass in 1997 instead of now.

Forget all that. Woodson has intercepted Cincinnati more than any other team on his road to Canton through Fort Wayne, Ind., and Purdue. Of his 54 interceptions, nine have come against the Bengals. He's picked off Jeff Blake the most with five and Boomer Esiason is second with four.

"I don't want to add to that list at all," Smith said. "He's one of the best defensive backs to ever play the game. I know he's going to try and trick me by disguising his coverages. I still have to drop back and see what I can see and make it happen."

Smith is going to have to make it happen because it looks like teams are going to sit in that Bears' defense with eight men on the line to take away running back Corey Dillon and dare Smith to beat them paasing.

LeBeau made a living off doing that with Woodson in the early '90s with the Steelers. Woodson might give the quarterback a pre-snap read that puts him in half-the-field coverage, but at the snap he could rotate down inside.

"It's a game that happens in the NFL every week with quarterbacks and safeties and Rod's very smart," LeBeau said. "To give you an idea of what kind of athlete he is, in college against Indiana he must have run the ball about 18 times and made 15 tackles, too." COPELAND ET AL. VS. OGDEN: The 6-8, 340-pound Ogden is a perennial Pro Bowler and literally a big reason why the Ravens are seventh in the NFL in rushing.

"He's been killing people this year," Copeland said. "Just driving people 10 yards down field. He's so big that people think he's moving slow, but actually he's a big, athletic guy. If they run the ball 20 times, it's going to be behind him 18 times. So who's ever playing over there knows it's coming." **

GUTIERREZ VS. SIRAGUSA AND ADAMS:** If the Bengals win this game, Gutierrez is the MVP in his first NFL start. Not only is the 305-pound Gutierrez going against two of the game's better run players in the 330-pound Adams and 340-pound Siragusa, but he's also charged with recognizing the Ravens' complex array of defensive sets and communicating them to his linemates in a hostile environment.

WILLIAMS VS. LEWIS: The Ravens haven't allowed a 100-yard rushing game in their last 20 outings and the Bengals desperately need one. Lewis is as good as it gets in the middle of the field, which is where defenses must stop Dillon if Williams is going to give him a lead block. If Lewis overpursues, Dillon can try to hit them on cutbacks. But in five starts against Lewis' Ravens, Dillon has averaged 62 yards per game, 20 less than his average. The 6-2, 265-pound Williams and the 6-1, 225-pound Dillon may also end up on 6-1, 245-pound Lewis if Lewis blitzes and the Bengals' guards need help picking him up.

NUMBERS GAME: Check out all the numbers you need for this weekend, including 54 and 32. 54 is the number of Ravens free safety Rod Woodson's career interceptions. 32 is the total number of NFL catches by the Bengals wide receivers. .. more

54 _ Ravens free safety Rod Woodson's career interceptions, second among active players to the 56 of Carolina's Eugene Robinson.

32 _ Total NFL receptions by the Bengals' wide receivers.

20 _ Consecutive games the Ravens haven't allowed a 100-yard rusher, trailing only the Rams' 21 in the NFL.

8 _ Consecutive games the Bengals haven't allowed a 100-yard rusher, fifth best in the league. The streak began against the Ravens last year in the week the Bengals switched to a four-man front.

91 _ Yards Ravens running back Priest Holmes has averaged in five games against the Bengals.

43 _ Yards Holmes averages in his 29 games against other clubs.

26.4 _ Yards Bengals kick returner Tremain Mack averages against Baltimore.

120 _ Tackles Bengals linebacker Takeo Spikes is on pace to log for the season, making him the first Bengal defender since linebacker Jim LeClair to post three straight 100-tackle seasons. LeClair did it in four seasons from 1977-79.

7-3 _ Ravens' record in last 10 games. Only St. Louis and Tampa Bay at 9-1, and the Colts, Jaguars, Jets, Titans, and Vikings at 8-2 are better.

5-66-0 _ Catches, yards, touchdowns for former Bengals receiver Carl Pickens.

8-155-0 _ Catches, yards, touchdowns for Bengas rookie receiver Peter Warrick.


NOWHERE MAN:** You can bet Bengals backup quarterback Scott Mitchell wishes Ravens coach Brian Billick has the same patience as Bengals coach Bruce Coslet.

"Yeah," Mitchell said. "I think it's nice."

Last season in his first season as head coach in Baltimore, Billick pulled Mitchell after the first six quarters of the season with one touchdown pass and four interceptions. Smith has the same numbers after two games, but Coslet has shown no signs of pulling the franchise quarterback.

"What they said and what they did were different things," said Mitchell, who got $3.5 million to throw 56 passes last season. "I don't have any feelings one way or another going down there. I don't even feel like I ever played for them." . . .more

Mitchell admits he wasn't in the best of shape when he arrived in Baltimore last year at about 260 pounds. But he said Billick pretty much told him, "You're my guy. I brought you in here. Be patient. We'll work through this this."

Mitchell said, "That was kind of my approach to it. But then they pulled me halfway through the second game. I just don't think they knew me all that well. I don't think they were comfortable with me. People can't fully appreciate how hard it is going into a new situation. Everybody except two guys were totally new to that offense. And to say we're going to be cruising from day one just isn't going to happen."


FRIDAY'S INACTIVES:** The Bengals inactivated today for Sunday players who couldn't play because of injury in RB Michael Basnight (wrist), DE Vaughn Booker (tests), MLB Brian Simmons (knee), and C Rich Braham (knee).


INJURY UPDATE:** Doctors determined FB Clif Groce doesn't have a hernia, but he has some kind of abdominal strain that makes him questionable. . .WR Craig Yeast (calf) may or may not get the nod after pre-game warmups, but he did practice today.


WEATHER CHECK:** It looks like the Bengals are in for another rain game, but it's not supposed to be like last week's downpour in Jacksonville. Baltimore's WJFK-1300 AM, the Ravens' flagship station, is calling for showers during the game with temperatures in the mid-70s. The heaviest rain is supposed to hit Saturday night.

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