Tennessee Titans Coach Jeff Fisher didn't flinch this morning when asked what concerned him most about the St. Louis Rams' offense, the third-most prolific in NFL history.

"Marshall Faulk," Fisher said. "He's my biggest concern."

Told of Fisher's reply, the Rams' running back was equally direct, as if false modesty were the equivalent of wasted motion on a football field.

"It's a good assessment by him," Faulk said. "That's because I'm a major part of our offense. I do a lot. I catch the ball. I run the ball. I'm the guy who picks up the blitz. I'm a huge part of this offense even when I'm not touching the ball."

If that is one more piece of evidence in the mounting case of "offensive arrogance" against the Rams in the days leading up to Super Bowl XXXIV Sunday in Atlanta, so be it. The Rams (15-3) firmly believe that no one can defend their multifaceted offense, and Faulk has stood out in a cast that includes NFL MVP quarterback Kurt Warner and wide receivers Isaac Bruce and rookie Torry Holt.

Acquired in a trade on the eve of the 1999 college draft, Faulk, 26, was sent from the Indianapolis Colts for the bargain price of a second- and fifth-round draft pick. In hindsight, the deal was a steal, though the Colts made out, too, replacing their balking star with rookie Edgerrin James, who rushed for 1,553 yards.

Faulk has more than delivered for the Rams, gaining an NFL record 2,429 all-purpose yards this season. He was the NFC's third-leading rusher, with 1,381 rushing yards, and its fourth-leading receiver, with 87 catches for 1,048 yards. Along with the statistics, Faulk has brought versatility and experience to a team dominated by youngsters and NFL novices, with his impact felt by offensive and defensive players alike.

"Our confidence level shot up when we got Marshall Faulk," Bruce said. "He's a guy you have to reckon with--not only with the run, but with the pass."

The Rams' running game had been in tatters since Jerome Bettis was traded after the 1995 season. Coach Dick Vermeil's experiment with Lawrence Phillips was a bust. Last season's featured back, June Henley, gained all of 313 yards.

"In the past, all the Rams had was a running back," Bruce said. "But they traded Jerome Bettis, and it fell on me for a couple of years. And one person can't do it."

Defensive tackle Kevin Carter still remembers the damage Faulk wrought in the Colts' 21-18 defeat of the Rams in 1995. Faulk gained 222 yards that day: 177 rushing and 45 receiving. "It was pretty ugly," Carter said, "so I was pretty pumped when I heard we were getting him."

Added defensive tackle D'Marco Farr: "Marshall has meant a full cup of Gatorade for the defense. We can sit down and relax and rest and actually go over what we need to go over before we go back out. Usually [before Faulk's arrival] it's three downs, and we're right back on the field. He's a ball-control guy. He can beat you 100 different ways.'

The key Sunday will be whether the Tennessee defense can limit Faulk's role. In the Titans' 24-21 defeat of the Rams in October, Tennessee bolted to a 21-0 lead on a rash of turnovers by Warner. That forced the Rams into a passing game.

The Rams used a more conservative game plan in the NFC championship against Tampa Bay and eked out an 11-6 victory. Asked if he felt the Rams had been too conservative, Faulk said: "That's not my call. I just go out there and play. I don't control that."

The Rams can be expected to open the game plan more against Tennessee. Vermeil's assistants stayed in St. Louis early this week to craft the game plan that will be presented to players on Wednesday. As is customary, they'll have three days of practice and a final walk-through on Saturday.

For Faulk, finally having a shot at the Super Bowl after six seasons in the NFL makes a lifetime's work worthwhile.

Indianapolis made him a first-round pick (second overall) in 1994 after a stellar college career at San Diego State, in which he finished fourth, second and ninth in balloting for the Heisman Trophy (as a junior, sophomore and freshman, respectively). Faulk set a torrid pace as a pro, but ran afoul of Colts management last season. He was benched in the season finale for being late for a meeting, an infraction he disputes. Likely as a result, he narrowly missed finishing among the top five rushers, which would have triggered a renegotiation of his contract. Within months, he was dealt to St. Louis, whose Rams had finished 4-12, last in the NFC West.

At the time, Faulk knew little about the team, its players or head coach. After the first mini-camp, he started thinking the Rams could be successful.

Similarly, the Rams weren't sure what to expect from Faulk, whose reputation for arrogance preceded him. Farr said it is misplaced.

"You hear so much about a guy like Marshall before he gets to your team," Farr said. "It's all rumors--that he has an ego--when you finally meet him. The best thing about Marshall is, he has no on-camera and off-camera personality. He's the same guy."

To look at Faulk, you don't automatically think of a "record-setting" back. He stands 5 feet 10 and weighs just 210 pounds. But his speed and smarts more than compensate.

"We're two different types of backs," said Tennessee running back Eddie George. "He's obviously the closest thing to Barry Sanders, if not better. . . . He's not only a run threat to take it 80 [yards], he can also catch it out of the backfield and be a great receiver. Me--I'm just a power back who tries to make a move here or there."

Faulk also has a keen awareness on the field. He impressed teammates earlier in the year by yanking injured wide receiver Az-Zahir Hakim off the ground during a play, which enabled the Rams to call a crucial timeout. Then, there is his vision.

Said Faulk, simply and directly: "I can see everything."