CINCINNATI, Ohio -- Things have changed so much since Opening Day that maybe they haven't changed at all.

On Sunday at Paul Brown Stadium Ravens wide receiver Mark Clayton threw a 32-yard touchdown pass to wide receiver Derrick Mason off a reverse that caught cornerback Leon Hall flat-footed as Baltimore took a 20-3 lead into the middle of the third quarter of a 34-3 walkover that is the second biggest loss in the 103-game Marvin Lewis era.

The Bengals tied a team record for fewest first downs in a game with six, set twice and the last time in 1976, as the Ravens celebrated by dousing former Bengal Willie Anderson with the water bucket and then he gave them some food to go along with it in the form of take-out in the post-game locker room from the Fatburger restaurant he owns in suburban Cincinnati.

"They loved it," Anderson said. "They killed it. Each guy had two or three burgers."

The 10th loss in 12 games was hard to swallow for Lewis against the franchise where he made his name.

"Our football team won't have to go through another season like this. Nor will our fans," Lewis said. "Believe me."

It ties for their fewest points in a Lewis game, the 37-3 loss to the Chiefs in the 2005 finale, his worst loss when he rested most of his starters in the second half to tune for the playoffs.

Lewis offered when asked if things aren't as bad as they look, "I got my butt kicked. When you get your head beat in like this, I'm not happy about anything. I think that would be a question three weeks from now."

Back in the Sept. 7 opener, Clayton ran a reverse for a touchdown. But he did a lot more Sunday because a few minutes later he fried Hall again with a run-by-you 70-yard pitch-and-catch from Ravens rookie quarterback Joe Flacco for the longest play against the Bengals this season that jacked the count to 27-3 with 5:53 left in the third quarter.

But there was one common strand. The Bengals offense didn't score a touchdown in that 17-10 loss under Carson Palmer and with Ryan Fitzpatrick Sunday they missed their first 10 third-down tries on eight three-and-outs. They finished two of 15 on third down (compared to two of 13 in the opener) with nine three-and-outs out of 14 series. That gave them 17 three-and-outs in their 26 series against the Ravens this year.

The 155 yards were the second fewest in those 103 games, only a yard more than the Bengals ammassed back on Sept. 7.

They finally converted on their 11th third-down try of the game with 13:14 left in the game when Fitzpatrick got a yard on a sneak on third-and-one. But they couldn't keep the Ravens off him. On the next snap he had his fifth ball batted at the line and then had to unload an incompletion against a blitz before he overthrew wide receiver Chris Henry deep.

A few minutes later, with seemingly more yellow-jacketed security personnel watching than fans, Kyle Larson executed his club-tying 11th punt with 6:54 left in the long, bleak day. But that changed quickly when Palmer tried to hit tight end Reggie Kelly over the middle and safety Jim Leonhard stepped in front of it for an interception that got returned for a 35-yard touchdown with 2:28 left that made it 34-3 on the Ravens' fifth defensive TD return of the season.

The undermanned Bengals defense ended up using the just signed Josh Mallard at the end spot on passing downs and he was pressed into service on all downs in the third quarter when Jonathan Fanene was struggling with thigh problems after the Bengals came into the game without four injured ends. With two of their top three corners down, they turned to rookie Simeon Castille and fourth corner Jamar Fletcher, but it was Hall, the remaining starter, where the Ravens made their hay.

It was a battle of attrition with 16 Ravens on season-ending injured reserve against the Bengals with 15. The Ravens have four starters shelved (three on defense) while the Bengals have six. They also had four inactive Sunday. They have placed 20 on IR since camp started, 16 since the week before the regular season started and five have been released.

Lewis alluded to the depth when asked if players have thrown in the towel and are loading up their cars.

"Some of them don't have their driver's license," he said. "I don't think they're old enough."

"I don't believe many of those (IR Ravens) are starters," Lewis said. "So it's a little different...Whenever you have a lot of injuries, depth plays a part. it's particularly hard when you have three guys go down at one position like we have had in recent week at a couple of spots. (Defensive end, secondary, offensive line.) I think that'a big issue. No NFL team has enough depth with 53 players to overcome losing three guys at one spot from one week to the next. It's a difficult thing to overcome, but you have to just go play , try to mask things a little bit, and get it done."

Defensive end John Thornton said, "We just wore out."

"It seemed like we were on the field all day," said Thornton of a defense that was planted out there for 39 minutes. "It was a bad feeling out there. We'd get a three-and-out, and then we'd go three-and-out and then we'd have to keep going out there and Baltimore senses that. They're going no huddle. They know our personnel issues. When it was going back and forth they took shots deep and got a lead on us. It was a bad feeling out there."

Thornton agreed with Lewis that breadth of injuries has had a clear impact.

"What do you expect? They didn't have as many starters out. C'mon, man," Thornton said. "Carson. Whitworth Levi. It's not an excuse, but you start talking about the guys we have in the training room and then look at what happened today.... But we're just out there fighting. We're trying to piece together a unit and still got guys going down getting hurt. It's a weird one."

The Ravens built a 13-3 lead at halftime when Flacco hit tight end Todd Heap running across the back of the end zone away from safety Marvin White for a four-yard touchdown catch with 3:06 left.

But the fact it took them that long to score their first touchdown of the day was a minor miracle and a huge testament to the Bengals defense. At the half's two-minute warning, the Ravens had outgained the Bengals 223 yards on 39 plays in 19:56 time of possession to 20 yards for the Bengals on 19 snaps in 8:04.

That played right into the Ravens' smash-mouth game with the NFL's fourth-best rushing attack. They only got 3.4 yards per carry, but they pounded it 43 times and then threw deep like Big Willie and the Bengals did in back '05 and '06.

"We've got three good running backs and they like to move you," Anderson said. "It's the same idea. What we used to do with Rudi (Johnson) and then throw it to Chad and T.J."

The inept Bengals offense started the game with an 18-yard completion to wide receiver Chad Ocho Cinco and didn't get a first down until the last minute of the half with five straight three-and-outs. They were 0-for-6 on third down, the last one when Fitzpatrick dropped a shot-gun snap and then got sacked.

The highlight of the half came on Bengals wide receiver T.J. Houshmandzadeh's sideline block on middle linebacker Ray Lewis as Fitzpatrick scrambled 21 yards for the second first down of the game with 38 seconds left in the half.

Yeah, he saw me coming. I was hurt for a while after that. I had a headache," Houshmandzadeh said. " I just saw Fitz running, and I didnt think anything about it. I was just trying to get a block. Ray saw me at the last minute, and you see what happens when he sees you.

Then on the next snap Houshmandzadeh and Fitzpatrick hooked up on the longest play of the season and the first 40-yard pass, a 46-yarder over the middle with 28 seconds left that put the ball on the Ravens 18.

With eight seconds left Fitzpatrick overthrew Houshmandzadeh in the back corner of the end zone on a fade to go 0-for-7 on third down and they took Shayne Graham's 21-yard field goal on the last play of a half the Bengals had the ball for just 9:15.

While the Bengals struggled on third down, Flacco was immense in leading the Ravens to a 6-for-11 conversion rate in the half, 8-for-17 in the game. He was deadly on third down in the first half with six of seven passing for 157 yards. His 33-yarder on third-and-five to wide receiver Mark Clayton down to the Cincinnati 4 set up the Heap TD and it came when cornerback Jamar Fletcher had good coverage on Mason as safety Chris Crocker hit Flacco on a blitz, but Fletcher didn't turn his head in time.

Flacco finished the half 12 of 19 for 178 yards in the half while Fitzpatrick could only complete five of 16 for 84 yards with three passes batted down at the line.

Fitzpatrick had a better passer rating than Palmer did in the opener (51-35), but 21 of 31 for 124 yards was a tractor pull. Flacco finished 19 of 29 for 280 yards for a 119.9 rating.

Twice the Bengals' red-zone defense held the Ravens to a field goal with Matt Stover's second one coming from 21 yards out as Baltimore took a 6-0 lead with 12:52 left in the first half.

Rookie defensive tackle Jason Shirley made his NFL debut when the Ravens reached the Bengals 6, but it was Thornton that stood up Flacco on a third-and-and-goal to force the field goal. Flacco had steered them that deep by avoiding Fletcher on a blitz on third-and-eight for an 11-yard scramble, and he hit Heap working on linebacker Brandon Johnson for a 23-yard gain on third-and-eight. Flacco, who came into the game with a 90-plus passer rating on third down, also hit wide receiver Derrick Mason for 10 yards on third-and-seven in front of cornerback Leon Hall.

Flacco's 45-yard sideline bomb to Clayton on third-and-nine set up Stover's 27-yard field goal that gave Baltimore a 3-0 lead with 6:06 left in the first quarter.

That put the ball on the Cincinnati 17, but the Bengals held with good pressures on second and third downs by linebacker Rashad Jeanty and defensive end Jon Fanene, holding it to a field goal and a 56-yard drive.

But all they needed was a big-time throw from Flacco. Clayton made a brilliant fingertip grab despite good coverage from Hall.

In what had to be a game of impeccable field position, the Bengals stumbled right away with Kyle Larson's first punt, a 32-yarder and a few smashes by fullback Le'Ron McClain put the Ravens on the Bengals 36 looking at a third-and-nine.

Against a new look third-down package, featuring the newly-signed Josh Mallard at defensive end, the Bengals blitzed and Crocker and Brandon Johnson split the sack that forced a punt with 9:43 left in the first quarter.

They aired it out right away on the first snap of the game when Fitzpatrick went play action and took a hall rollout out of the pocket to hit Ocho Cinco on an 18-yard sideline route. Fitzpatrick did the same thing on the next play and overthrew a bomb down the right sideline to The Ocho well covered by cornerback Fabian Washington.

But there was nowhere to go when they tried running back Cedric Benson to the left and on third down defensive lineman Trevor Pryce penetrated the middle and blew up Fitzpatrick as he threw an incompletion.

The next series was a three-and-out, their ninth in 14 series against Baltimore this season. Fitzpatrick couldn't hook up with Houshmandzadeh over the middle, and a Benson one-yard-run and a batted pass at the line spelled another punt. The third series got blown up when the ball squirted out of Fitzpatrick's hand for an 11-yard loss. Houshmandzadeh also couldn't get his hands on a pass over the middle. They had just 15 yards on those first three series and the Ravens flexed their NFL-best clock possession in the first quarter by 11:01 to 3:59.

The offensive futility seeped into the second quarter as it reached four straight three-and-outs with Fitzpatrick getting blown up by defensive end Jarret Johnson as he threw a third-down incompletion with eight minutes let in the half. Benson managed just 12 yards on five carries while the Bengals held the Ravens' fourth-best rush offense to 3.5 yards per rush in the half.

Benson finished with 17 yards on 10 carries in getting outrushed by Fitzpatrick, 29 yards on three carries.

Houshmandzadeh had four catches for 64 yards, giving him 81 catches this season.

Bengals tight end Ben Utecht suffered a foot injury in the drive at the end of the half and didn't return in the second half. He fears he did what safety Chinedum Ndukwe did and tore the plantar fascia that supports the arch.