The Packers (6-1) fell from the unbeaten ranks, throttled not only by the league's stingiest defense but by a quarterback who finally looked like a five-time MVP and not a creaky 39-year-old learning a new system.
Although neither quarterback threw for a touchdown, Manning threw for 340 yards on 21-of-29 passing and the bootlegs worked nicely.
"I felt we beat a good football team tonight," Manning said. "It took the whole team ... Great job by the defense."
Rodgers was 14 of 22 for just 77 yards - the lowest of his career in a game where he wasn't knocked out by injury.
"It was just a big measuring stick for the whole team and everybody really took that to heart and stepped up to the challenge," Ware said. "Especially the offense, being able to get up on the opponent early, scoring points and us being able to slow their offense down."
"Compliment Denver," Packers coach Mike McCarthy said. "That's a humbling loss. I haven't had my ass kicked like that in a long time."
He added: "Gary Kubiak had his team playing a lot faster than I had my team playing tonight. That was evident early and often. I don't feel good about the way we performed. ... Very humbling loss."
Both Matthews and Hillman returned the next series.
"He's a very elusive quarterback and we had to make sure he was corralled in the pocket," Ware said. "We may not be able to get the sacks, but getting the pressure and making sure that maybe he's running around in the pocket making indecisive throws, and that's what we did in the first half."
At halftime, the Broncos inducted ailing owner Paul Bowlen into their ring of fame. Bowlen, 71, stepped down from his daily duties running the team 15 months ago to fight Alzheimer's and was not in attendance. Terrell Davis, the hero of the '97 Super Bowl team that was honored before the game, said Bowlen "may not be here in body, but he's definitely here in spirit."
Copyright 2015 by The Associated Press