NASHVILLE, Tenn. (AP) -- Quick starts had made the St. Louis Rams the NFL's last undefeated team. On Sunday, they couldn't get going fast enough.

	Steve McNair celebrates after his 10-yard TD run gave the Titans a 21-0 lead in the first quarter.

Steve McNair, playing his first game in six weeks following back surgery, threw for two touchdowns and ran for another as the Tennessee Titans held on for a 24-21 victory over the Rams in an unlikely clash of this year's NFL powers.

The Titans (6-1) outscored the Rams 21-0 in the first 14 minutes, more points than St. Louis (6-1) had given up in any game this season.

"We wanted to see how they would react being down," Titans safety Blaine Bishop said. "They hadn't been down all year, blowing everybody out. They came back out fighting in the second half. Hats off to them. They came back, but we did enough to win."

Kurt Warner, whose two fumbles led to two first-quarter touchdowns, rallied St. Louis by throwing three touchdown passes in the second half.

After Warner's 15-yard TD pass to Amp Lee with 2:14 left cut Tennessee's lead to 24-21, Lorenzo Styles of the Rams recovered the onside kick and gave Warner one more chance to prove St. Louis could win late as well as early.

With no timeouts, Warner needed nine plays to get the Rams to the Titans' 19 with time running out.

St. Louis ran Jeff Wilkins out to try a 38-yard field goal, but his kick missed wide right with five seconds left. The Rams thought they would get one more chance thanks to a flag. But officials ruled that Titans linebacker Terry Killens had been blocked into Wilkins by Mike Gruttadauria.

GAME NOTES

The 21 points scored by the Titans in the first quarter tied a franchise record set by the Houston Oilers in November 1961 against the New York Titans. The Rams had been shut out in only one quarter before Sunday. Rams kicker Jeff Wilkins had been perfect this season until Sunday, connecting on all 28 extra point attempts and all seven field goals. But his 54-yard field goal attempt before halftime was short, and his game-tying attempt was wide right. Rams receiver Isaac Bruce caught his 38th career TD pass in the third quarter, tying him with Tom Fears in fifth place in franchise history. Bruce had 53 receiving yards to give him 5,254, moving him into fifth place for career reception yards past Flipper Anderson (5,246). Titans linebacker Barron Wortham hadn't recovered a fumble since 1996. He recovered two in a span of less than two minutes in the first quarter.

St. Louis was penalized a season-high 15 times for 97 yards, gave up six sacks after allowing 10 in the first six games and lost three of five fumbles.

"We didn't play very smart," Rams coach Dick Vermeil said.

The Rams had outscored opponents 66-9 in the first quarter this season, but Tennessee jumped on St. Louis from the opening possession. McNair, who wasn't named the starter until an hour before kickoff, moved the Titans 80 yards and capped the drive with a 1-yard toss to Lorenzo Neal.

Then it fell apart for St. Louis, a team that had trailed only once this season and then for less than three minutes.

Warner lost two fumbles in a little more than a minute, and McNair quickly converted them into touchdowns. He first hit Eddie George on a swing pass for a 17-yard TD with 2:41 left, and he scored untouched from 10 yards out on a draw up the middle for a 21-0 lead with 1:24 left in the quarter.

McNair finished 13-for-29 for 186 yards. Warner was 29-for-46 for 328 yards, setting career highs in all three categories.

St. Louis, which hadn't given up more than 20 points in a game this season, had trouble regrouping before a very loud crowd of 66,415, the largest in Titans history. The fans were on their feet and cheering throughout the first quarter and most of the fourth as the Rams rallied.

The Rams had tried to get electronic earplugs for their players, but that was rejected by the NFL. Vermeil credited the fans with having a big effect.

"Usually the loud crowds are in our favor, so obviously we didn't handle the situation very well," he said.

Coach Jeff Fisher awarded a game ball to the fans for their support, something Tennessee lacked the last two seasons with the worst attendance in the NFL. His players agreed.

"If coach Fisher hadn't given them a game ball, I would have," McNair said.

The Titans had a bye week to study the NFL's highest-scoring offense, and they decided to go with seven and eight defensive backs much of the time, leaving three linemen to rush. The combination worked as the Titans got four of their six sacks in the first half and batted down several of Warner's passes.

The Rams didn't get into Tennessee territory until the second quarter. Once there, they couldn't go forward without taking a step backward due to sacks or penalties.

Right tackle Fred Miller, facing Titans rookie end Jevon Kearse, was flagged repeatedly for false starts or holding. He was even pulled for a late series.

The Rams finally got going in the third quarter thanks to Marshall Faulk.

Faulk took a short pass from Warner, dodged a couple of Titans and ran in for a 57-yard touchdown on the second play of the second half. The Rams pulled within 21-14 when Warner found found Isaac Bruce all alone at the back of the end zone for a 3-yard TD with 7:55 left in the third.

But it wasn't enough as the Titans, who looked sluggish after the first quarter, went 65 yards and settled for a 27-yard field goal by Al Del Greco with 4:18 left in the third for what turned out to be the winning margin.

"It may have been a shock to a lot of people that the big game of Week 8 was the Titans and the Rams," Rams tackle D'Marco Farr said. "It lived up to its hype."