The 49ers are No. 3 in rushing. St. Louis is 31st in run defense giving up an average of 152.5 yards per game on the ground. The 49ers have upgraded their receiving weapons and star tight end Vernon Davis should be a go. The Rams only have one sack. Colin Kaepernick will be able to pick his spots off play-action.

The Rams' offense has picked up under Austin Davis, who gets better with each game. Davis, unlike many other backups, is a gunslinger not a game manager. He's not afraid to throw long. This is good for the over. So is the game being played on a fast track inside a dome stadium.

San Francisco is missing a number of key defenders. The 49ers' defense is down from the last couple of seasons.

Both teams have excellent place-kickers, but are weak in coverage so special teams should be good, too, for the over.