Broncos coach John Fox returns to Carolina on Sunday with a marquee quarterback in tow.

Having a four-time league MVP like Peyton Manning calling the shots on offense is a luxury Fox didn't have during his nine seasons coaching the Panthers. Instead, Fox made do with the likes of Jake Delhomme, Matt Moore and Jimmy Clausen, a few rungs down the quarterback totem pole.

He's hoping that with Manning running the offense he can find the playoff consistency that eluded him in Carolina.

Fox took the Panthers to the playoffs three times in nine seasons, including two NFC championship games and a Super Bowl, but never could put together back-to-back playoff seasons, which ultimately was his undoing.

"Anytime you have a guy who is a first ballot Hall of Famer and goes about his business the way Peyton does it's probably almost second to none — and that's a good thing," Fox said.

Fox didn't leave Carolina on the best of terms.

His relationship with owner Jerry Richardson began to sour after the Panthers went to the playoffs in 2008, but Fox's request for a contract extension fell on deaf ears.

Richardson wanted to see Fox do it in back-to-back seasons.

But the Panthers didn't make the postseason in 2009.

Richardson ultimately kept Fox on for another year in what amounted to a disastrous lame duck season in 2010, later saying he couldn't justify to the team's shareholders to buy out the final year of Fox's contract — and those of his staff — at an estimated cost of more than $11 million.

Fox butted heads with former general manager Marty Hurney and Richardson and when personnel questions arose he'd counter with "that's something you have to ask management."

The end result was a 2-14 season.

"I have the philosophy that sometimes setbacks can be a setup for a step forward," Fox said. "It was a tough season. In my career I had never experienced a record like that so this game is only fun when you win."

Fox said that while he's looking forward to seeing some old friends — he still owns a home in Charlotte — he's approaching the game as "a business trip."

"I tend to approach things as the glass half full," Fox said of his tenure in Carolina. "We did get to the Super Bowl and we got to a couple of championship games, had three playoff appearances so by most people's calculations that's pretty good."

The Broncos made the playoffs at 8-8 last season after Fox handed the reigns over to Tim Tebow early in the season.

But he never seemed enthralled with Tebow's style of play and when the opportunity came to get a proven productive quarterback in Manning, Fox and team president John Elway jumped at the opportunity.

The Broncos signed Manning to a five-year, $96 million contract and promptly traded Tebow — and the distractions that tend to come with him — to the New York Jets.

It gave Fox the franchise quarterback he'd never had — and Manning is already providing dividends.

The Broncos (5-3) have won four of their last five with Manning throwing three touchdown passes in each of those games. Denver has scored at least 31 points in their four wins.

"The guy is just on fire," Panthers cornerback Captain Munnerlyn said. "This is going to be a big test for our young cornerbacks."

Carolina's defense has been much improved over the last month despite losing two key starters in middle linebacker Jon Beason and cornerback Chris Gamble for the season.

Rookie middle linebacker Luke Kuechly has stepped in and played well in Beason's old spot and inexperienced group of cornerbacks — rookie Josh Norman, Munnerlyn and Josh Thomas among them — which has played surprisingly well. It helps that the Panthers have found a pass rush with ends Charles Johnson and Greg Hardy, the only tandem in the NFL with at least 6 1/2 sacks each.

Still, defensive coordinator Sean McDermott knows his defense will have its hands full with Manning.

McDermott said Monday: "I already told my wife, 'I'll see you Saturday before we go to the team hotel. You can thank Peyton Manning for that.'"

The net result of Fox's calamitous last season in Carolina was the Panthers getting the No. 1 pick in the 2011 draft.

The Panthers used that pick on Auburn quarterback Cam Newton after Stanford quarterback Andrew Luck decided to stay in school.

Newton was voted AP Offensive Rookie of the Year last season, but has struggled this season, particularly down the stretch and is just 8-16 as a starter. His quarterback rating is 29th in the league and he's thrown more interceptions (eight) than touchdowns (six).

Newton's record mirrors that of second-year coach Ron Rivera, who was placed on notice by Richardson after Hurney was fired six games into the season. After speaking with Richardson, Rivera says he knows the team needs to be "trending up" for him to keep his job.

A win over Fox and the Broncos could go a long way toward putting a feather in Rivera's cap, particularly in Richardson's eyes.

"If everybody's being honest, Foxy definitely wants to beat us and we want to beat him," Panthers offensive tackle Jordan Gross said. "That's not because it's a bad relationship or bad blood, but anytime you play someone you're familiar with you want to get the upper hand. . I know this would mean a lot to the team and organization."

Said Manning: "Coach Fox is our leader. Every week you want to win for your head coach."


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