The St. Louis Rams took that measuring stick and beat up the Giants with it.

All last week, the Giants had viewed Sunday's game against the defending Super Bowl champions as an opportunity to prove they could play with and be considered among the NFL's top teams. But the Giants didn't measure up to the challenge, as they were dominated from beginning to end in a 38-24 loss to NFC West leaders.

The Giants have lost to the three best teams on their schedule - Washington, Tennessee and St. Louis - by a combined 82-44.

"That was an opportunity for us to say, `Okay, we can match up with these teams, we're on that level,'" cornerback Jason Sehorn said. "Now we're right back to the middle. I thought we were better than that, better than what we put out there. To say that we're going to beat them 10 out of 10 times is unrealistic. But I definitely thought we were better than that, as a whole.

"We're not as good as they are. We have a lot of work to do. As a whole, we're better than the worst team. We've got six games to get things figured out and to get ourselves moving."

"This game could have put us over the hump and established us as one of the better teams in the conference," quarterback Kerry Collins said. "But I still like our chances."

The Giants fell to 7-3 as their lead in the NFC East dwindled to one-half game over Philadelphia, which won in overtime at Pittsburgh. The Giants hold the tiebreaker advantage because they beat the Eagles twice.

In addition, idle Washington moved to within a game of the Giants.

The Rams, 8-2, did not miss their two injured stars, quarterback Kurt Warner and running back Marshall Faulk. Trent Green, subbing for Warner, threw four touchdown passes and ran for a fifth score. It was the second four-touchdown game of Green's career; playing for the Washington Redskins on Nov. 22, 1998, he threw for four scores against Arizona.

The touchdowns went to four different receivers - Roland Williams, Torry Holt, Ricky Proehl and Issac Bruce.

With Justin Watson rushing for 62 yards and Green adding 54 yards on the ground, the Rams out-rushed the Giants, 141-135, just the third team to do that this season. The others? Washington and Tennessee. Indeed, the Rams added ball-control capability to their quick-strike arsenal with a time of possession of 36:40. Only the Titans (42:46) owned the ball longer against the Giants this year. The Giants averaged 7.1 yards a carry, but ran the ball only 19 times.

The Giants committed three turnovers - two interceptions and a fumble - and St. Louis turned all of them into touchdowns. And to make their challenge even more daunting, the Giants spotted their high-powered visitors an early 14-0 lead.

"I am very disappointed," coach Jim Fassel said. "We did not play the way I think we should play. We have developed a level of competency of playing a football game. I will give them credit, they are a good football team. They played good. They played real good. But we can't turn the ball over. I knew that was going to be a factor. All of the games we have played that we equaled or won the turnover battle, we won. The games that we haven't won the turnover battle, we have lost. We were going to need all of those things going for us.

"You can't spot that team 14 points right off the bat, with some turnover situations and giving up some big plays. I am very disappointed in that. Like I told the team, we have to figure out a way to start the game better when we are playing a real good team and it's a big game. I will figure that out. I will take the responsibility for that. We have many more big games this year and we are going to have to be better at it."

Collins threw three touchdown passes for the Giants, including two to Ike Hilliard and another to Tiki Barber. Hilliard caught five passes for 110 yards, his first 100-yard game of the season. But Collins also overthrew several open receivers and his interceptions were both poor throws. The first was forced into double coverage.

"We turned the ball over three times and they had three touchdowns," Collins said. "With a team like this, we can't do that. We didn't take care of the ball like we've been taking care of it; I didn't take care of the ball like I've been."

The Giants played the entire game without left guard Glenn Parker, who tore a calf muscle in pre-game warm-ups, and the second half without split end Amani Toomer, who suffered a concussion when he was hit catching and then fumbling the ball in the first period.

The game was pretty much decided in a nightmarish first period that took an hour to play. The Giants literally let opportunities slip through their fingers and trailed at the end of the quarter, 14-0, as Green threw touchdown passes of five yards to Williams and one yard to Holt.

The Giants' aggravation took several forms. Mike Barrow and Dave Thomas each missed golden opportunities to intercept Green on the Rams' first possession. Thomas simply dropped the ball in the end zone. On the Giants second play, Collins overthrew a wide-open Ike Hilliard down the field. Two punts by John Baker were downed inside the Giants 5-yard line. The Giants were penalized five times for 24 yards in the quarter, while the Rams were flagged just once.

Oh yes, and the Giants lost a replay challenge, which led to St. Louis' first touchdown. After Toomer caught a Collins pass for a 22-yard gain on a third-and-nine from the Giants three, Toomer was hit by several Rams and fumbled. McCleon picked up the ball and carried it to the Giants 1-yard line. Fassel challenged the decision, believing Toomer was down when he fumbled. Referee Bernie Kukar studied the tape and announced that the ruling on the field would stand.

On the next play, Green flipped a touchdown pass to a wide-open Williams.

A special teams breakdown and a costly penalty by the Giants helped set up the second St. Louis touchdown. Az-Zahir Hakim fielded a Brad Maynard punt with no Giant anywhere near him and returned it 39 yards to the Giants 27. Maynard and Emmanuel McDaniel temporarily saved the touchdown.

After Trung Canidate gained three yards, Green scrambled up the middle for 14 and a first down on the Giants 10. Green then threw an incomplete pass, but San Garnes was penalized five yards for illegal contact. Green threw a touchdown pass to Holt, who got a step on Thomas in the end zone, for the score and a two-touchdown lead.

Asked if that was the Giants' worst first quarter of the season, Fassel said, "Probably. We lost field position, they punted the ball down there, got the ball down there, we had turnovers; we were coming off our own end zone, turning the ball over and spotting them points. We just can't do that in this game."

Trailing, 14-0, the Giants used their Thunder and Lightning combination to get on the scoreboard.

After a St. Louis punt, the Giants took possession on their own 34. On first down, Ron Dayne took a handoff, started up the middle, cut to the right and dashed for a career-long 50-yard gain to the St. Louis 16. After Barber ran for three yards, Collins flipped a swing pass to the right side to Barber, who fought his way into the end zone to move the Giants to within 14-7.

The success was fleeting, as the Rams quickly exploded for two more touchdowns.

The first of those scores was an 8-yard pass from Green to Proehl, the quarterback's third touchdown pass of the game. The Rams kept the drive alive at the Giants 20 by calling timeout, then executing a fake field goal with holder Keith Lyle running up the left side for a four-yard gain. Three plays later, Green found Proehl for the score and a 21-7 lead.

Two plays into the Giants next possession, Collins tried to thread a pass between two defenders to Hilliard. But Dexter McLeon intercepted the ball and returned it to the Rams 47-yard line.

From there St. Louis moved quickly down the field, aided by Michael Strahan's 15-yard penalty for unnecessary roughness. A 16-yard reception by Holt gave the Rams a first down on the Giants 18. On the next play, the Rams split four receivers wide, three of them to the right side. When Green couldn't find one open, he sprinted up the middle for the touchdown.

That put the Giants in a 28-7 hole at halftime, the most points they have allowed in one half since the Redskins put 33 on the board in a 50-21 Washington victory on Sept. 19, 1999. St. Louis had 19 first downs in the half.

Trailing by three touchdowns, the Giants came out of the locker room and scored 10 quick points to start the third period.

Bashir Levington's 43-yard kickoff return gave the Giants the ball on the St. Louis 47. After two plays netted just one yard, Collins fired a pass to Hilliard, who was crossing right to left. Hilliard caught the ball at the 38, slipped past a tackle attempt by Lyle and raced down the right sideline for the touchdown.

After a rare touchback by Brad Daluiso, the Rams took over on their own 20. On their first play, Green was pressured heavily by Cedric Jones and threw an ill-advised floater over the center of the field. Linebacker Ryan Phillips intercepted the ball and returned it to the St. Louis 11. That brought the crowd of 78,174 into the game.

Given a great chance inside the red zone after Barber ran a draw down to the two-yard line, the Giants sputtered. After Dayne lost a yard on third down, Daluiso came on to kick a 20-yard field goal, which pulled the Giants to within 28-17. They would get no closer.

"We were hoping that it (the interception) would get some momentum going our way and it did but it was short lived," Phillips said. "We just didn't play good enough on either side of the ball. That is the best passing and rushing we've ever seen. I give them a lot of credit, they have a couple good quarterbacks and good receivers, some real fast guys with pure speed. We didn't do near as good of job getting pressure on him as we wanted to. When you get a quarterback that is that good you have to get some heat on him and I don't think we did a good job of doing that today."

After Daluiso's field goal, the Rams quickly marched down the field and scored on Jeff Hall's 50-yard field goal.

The Giants next possession ended in disaster, as Collins was intercepted for the second time. The culprit this time was London Fletcher, who stepped in front of Hilliard and returned the ball to the Rams 41. St. Louis needed only four plays to move 59 yards, with Bruce getting the touchdown on a 34-yard pass from Green. Bruce beat Jason Sehorn on the play.

The touchdown gave the Rams a 38-17 advantage, which they carried into the fourth period.

The Giants scored with 8:26 left in the game, when Collins and Hilliard connected for a 34-yard touchdown.

The teams traded punts before the Rams ran out the final 5:42. That left the Giants to ponder what had happened to their high hopes and what lies ahead, beginning with a home game against Detroit next week.

"This was a chance to prove our point and prove to everybody we should be where we are right now," tackle Lomas Brown said. "It just didn't work out for us today. We had too many costly turnovers and we gave the defense a short field. With the offense they have, it's going to he hard to stop them."

After the game, Fassel said his team will play in bigger games later in the season. Perhaps they will perform better than they did in their three losses this season.

"You don't know how you're going to react until it happens," Barber said. "Unfortunately, we didn't react in the right manner against the Rams."