That broke the tie atop the division and leaves the Buccaneers (9-4) in a bad mood coming to Atlanta on Sunday. The Bucs bring a different starting quarterback (Jeff Garcia) and starting running back (Warrick Dunn) than when these teams met in September, and they'll face an improved Falcons team. But the Falcons are in the mode now that they'd best win their last three games to make the playoffs.

Carolina (10-3) opened a two-game advantage over the Falcons in the NFC South while showing the Falcons a good way to beat the Buccaneers.

Carolina dominated Tampa Bay on the ground, punishing the Buccaneers' defense for 299 yards rushing. That broke a team record the Panthers set earlier this year against Detroit (264). The Panthers got 186 hard-fought yards and two touchdowns from DeAngelo Williams and another 115 yards and two touchdowns from Jonathan Stewart.

"It's very simple," Bucs linebacker Derrick Brooks said. "We didn't do a good job tackling the running backs. We're not making any excuses about it. We got hit in the mouth today. We'll patch ourselves up tomorrow, come back and get ready for Atlanta."

The Bucs had allowed the Panthers only 40 yards rushing in a 27-3 win on Oct. 12. But on Monday night, the Panthers got 40 yards on a pair of runs --- both by Williams. The second of those helped the Panthers start a demoralizing four-play drive to all but seal the game, taking a 31-17 lead with 8:30 left.

Stewart broke an 18-yard run on the Panthers' previous drive to set up the go-ahead touchdown on his 4-yard run with 13:21 left.

The Bucs cut it to 31-23 with 2:29 left on a beautiful one-handed grab by Antonio Bryant for a 15-yard touchdown. Bryant finished with 200 yards on nine catches for two touchdowns. But it was all for naught after Julius Peppers blocked the extra point and Jon Beason recovered the onside kick.

Williams scored one more touchdown, this one from 36 yards, to put the Panthers up 38-23.

"They didn't take their foot off the accelerator," Tampa cornerback Ronde Barber said. "They kept doing what they were doing well and really gave it to us."

Between Stewart's touchdown runs of 5 and 4 yards and Williams' 16- and 36-yarders in the fourth quarter, the Buccaneers gave up four times as many rushing touchdowns as they had all year. The Bucs had allowed just one rushing touchdown coming in, which led the NFL.

"We knew what we were going to get from these guys; they've won convincingly when they've run the Football," Barber said. "They weren't complicated. They probably ran four or five different running plays and two passing plays, just executed very well."

Tampa Bay kept it interesting until the fourth quarter, using a pair of deep balls from Jeff Garcia to Bryant to erase a pair of seven-point deficits.

Bryant's first went for 50 yards for a touchdown to make it 10-10. His second was a 39-yard reception down to the Carolina 13. Two plays later the Bucs tied it 17-17 on a 4-yard run by Cadillac Williams.

Tampa tied the game 10-10 after intercepting Jake Delhomme for the second time in the game on an athletic play by former University of Georgia standout Jermaine Phillips. He got a couple of fingers under the ball to bat it up and roll under it.

Two plays and 46 seconds later, Tampa was in the end zone after Garcia found Bryant open past Ken Lucas for a 50-yard touchdown.