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DENVER — Third games of the exhibition season don't offer much more pizazz than the 49ers' visit Sunday to the Broncos.

Headlining the matchup is Peyton Manning's comeback — both as the Broncos' quarterback and not as the 49ers', who watched him work out in March as a free agent.

But more drama awaits these teams, each of which won a playoff game last season. Here are a few storylines to track during the nationally televised exhibition:

Can Alex Smith avoid the Broncos' pass rush?

After surviving several hits in last Saturday's exhibition loss at Houston, Smith must next avoid Broncos' edge rushers Elvis Dumervil and Von Miller.

"They can run that hoop pretty well and trim the fat there on the edge good," 49ers offensive coordinator Greg Roman said. "With crowd noise behind them, it will be great work for us."

Smith got sacked 44 times last season, most in the league and most in his seven-year career. The Texans sacked him twice last week.

"It falls on all of us," Smith said. "Offensive line, it starts there, but it's on (running) backs, quarterbacks, receivers, getting the ball out, understanding when we're getting pressure, things like that."

Smith's exhibition stats: 8 of 12 for 75 yards with one touchdown pass, no interceptions and two sacks. No interceptions? Smith hasn't had a pass intercepted since Thanksgiving, a stretch covering his final 227 attempts last season, including 68 in two playoff games.

Are Josh Johnson and Scott Tolzien in a dogfight for the No. 3 QB role?

Colin Kaepernick, pending an injury or unforeseen circumstances, has retained his role as the No.2 quarterback. But questions remain: Are Johnson and Tolzien battling for the No. 3 role? Could both Johnson and Tolzien make the team? Could neither make it?

Tolzien, last year's third QB, has attempted the most passes of all 49ers quarterbacks thus far: 14 of 22 for 107 yards with no touchdowns and one interception. Johnson has been hot and cold, going 6 of 10 for 94 yards with no touchdowns or interceptions.

Coach Jim Harbaugh insists he has four NFL-ready quarterbacks, and Tolzien intends to "maximize" his long-awaited opportunity these final two games.

Which backup safeties will seize roster spots?

Dashon Goldson and Donte Whitner might be the 49ers' best starting-safety tandem since the late 1990s duo of Merton Hanks and Tim McDonald. But who is on the bench? C.J. Spillman needs to further separate himself from a pack featuring Cory Nelms, Colin Jones and Trenton Robinson.

Nelms was so respected on last season's practice squad that he won the Thomas Herrion Award, given annually to a first-year player who exemplifies Herrion's spirit. This is the 49ers' first exhibition in Denver since 2005, when Herrion collapsed in the locker room after the game and died from a heart issue.

Jones and Robinson are sixth-round picks from the past two drafts, respectively. Jones' speed made an impact last season on special teams.

Where have all the healthy linebackers gone?

Inside linebacker NaVorro Bowman's absence from two practices this week marked the latest concern for the 49ers' strongest unit. Larry Grant likely will start in Bowman's place next to Patrick Willis. Who brackets them?

Outside linebackers Aldon Smith and Ahmad Brooks missed last Saturday's exhibition at Houston. Both returned to practice this week but aren't expected to see extensive action this game.

That could mean another long audition for Eric Bakhtiari, and perhaps the debut of Alama-Francis Ikaika.

Rookies Kourtnei Brown, Cam Johnson and Darius Fleming are injured, lessening their chances to make the roster.

How will Cox's return to Denver go?

Perrish Cox, a near-lock to become a 49ers' reserve cornerback, returns to where he last played a regular-season game: in 2010 as a rookie starter with the Broncos.

Legal turmoil cast him out of the NFL last season, until the 49ers signed him 11 days after his March acquittal on sexual-assault charges.

"I think about where I was this time last year. I wasn't in ball," Cox said recently. "The days I've been here (with the 49ers), I'm really excited and get energy from that."

One of the receivers Cox might be covering is Demaryius Thomas, who testified Feb. 29 in Cox's trial. An apparent leg injury kept Cox out of last Saturday, but he practiced this week and could see more reps in place of Chris Culliver (out; knee injury). The 49ers' only interception this exhibition season came from Cox in the Aug. 10 win over Minnesota.

Is Ted Ginn Jr. really in contention to start?

Even after the acquisitions of Randy Moss and Mario Manningham, Ginn re-signed with the 49ers. Ginn sought a bigger role as a wide receiver on the free agent market, and the 49ers afforded him that opportunity the past month.

But can Ginn seriously challenge the record-laden Moss and the clutch-proven Manningham? Michael Crabtree has been a starter all exhibition season while the Ginn-Moss-Mannigham trio has rotated the other slot. Known more for his return skills, Ginn has as many career touchdown on returns as he has receptions (six).

Another quandary at receiver is Kyle Williams' status.

As accountable as he's been for his punt-return gaffes in the NFC Championship game, he hasn't been too noticeable (in a positive way) in the exhibitions.

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