The Falcons, who are trying to regain some respectability, figured to be in for a stiff challenge from the Titans, who are AFC title contenders.

As far as exhibition games go, it was a good test for backup players, as both teams elected to not play most of their projected starters.

Tennessee used three field goals from Tucker McCann and a late touchdown pass from Matt Barkley to defeat the Falcons 23-3 on Friday at the Mercedes-Benz Stadium.

The Falcons hurt their chances by committing 11 penalties for 99 yards.

“We’ve got to play cleaner,” Falcons coach Arthur Smith said.

Here are the five things we learned from the loss:

1. Backup QBs: The competition to replace Matt Schaub as the backup to Matt Ryan was on display.

Veteran quarterback A.J. McCarron had a poor first half and couldn’t get the offense moving. He completed 5 of 12 passes for 36 yards and one interception.

He had another interception nullified by replay. He was sacked twice and finished with a quarterback rating of 14.6.

McCarron, who’ll turn 31 on Sept. 13, played at Alabama. He was drafted by the Bengals in the fifth round (164th overall) of the 2014 draft.

McCarron, who’s 6-foot-3 and 215 pounds, has been a backup in the NFL. He has played in 17 games and has made four starts.

McCarron’s passes outside of the numbers didn’t appear to have much zip on them and he had a couple batted down. He guided the Falcons to just two first downs and one was attained by penalty.

On the interception, linebacker David Long Jr. made a nice leap to come up with the ball.

On the second one that was nullified, Titans cornerback Breon Borders dropped back from his zone and nearly made a spectacular catch, but the ball hit he ground.

Feleipe Franks, who played at Florida and Arkansas in the SEC, started the second half for the Falcons. He was signed as an undrafted rookie after the Falcons did not take a quarterback in the 2021 draft.

Franks, who’s 6-foot-6 and 228 pounds, had a couple of nice scrambles on his opening series and drove the Falcons into Tennessee territory for the first time and that ended with Younghoe Koo making a 42-yard field goal.

The offensive-line play was so poor that Franks had to continue to take off on runs. There was very little time in the pocket to evaluate his passing.

“There are things that we can always improve on,” Franks said. “Me included, there were a couple of protection things that I could have got into, but from an overall standpoint I thought the (offensive) line held up pretty good. The receivers did a good job. It takes all 11 of us to go out there and compete at the highest level.”

Franks, with the pocket breaking down, broke loose for a nifty 52-yard gain that started up the middle. He made a defender miss and moved to his right for long gainer.

“He can extend plays, that was good to see,” Smith said.

Koo missed a 55-yard field-goal attempt after the drive stalled.

Franks completed two of 10 passes for nine yards and was sacked once. He rushed four times for 76 yards. He finished with a passer rating of 39.6.

“We had a good first experience for an NFL game,” Franks said.

Atlanta Falcons quarterback Feleipe Franks passes against the Tennessee Titans during the fourth quarter of a NFL preseason football game on Friday, August 13, 2021, in Atlanta.   “Curtis Compton /”

Credit: Curtis Compton / Curtis.Compton@

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Credit: Curtis Compton / Curtis.Compton@

2. Pass rush: One of the areas of concern has been the pass rush.

The Falcons had three sacks in the first half including a big hit by safety Jaylinn Hawkins on a blitz late in the second quarter.

Veteran Jonathan Bullard, a free-agent signee, had the first sack on a third-and-14 to stop Tennessee’s first possession.

Rookie Adetokunbo Ogundeji, who’s been one of the stars of training camp, and linebacker Mykal Walker split a sack on the Titans’ second possession on third-and-seven.

Also, defensive tackle Marlon Davidson and rookie Ta’Quon Graham had a quarterback hurry.

Linebacker Shareef Miller added a sack in the fourth quarter.

Falcons defenders Mykal Walker (center) and Jacob Tuioti-Mariner bring the pressure on a sack of Tennessee Titans quarterback Logan Woodside during the first half of a NFL preseason football game on Friday, August 13, 2021, in Atlanta.   “Curtis Compton /”

Credit: Curtis Compton / Curtis.Compton@

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Credit: Curtis Compton / Curtis.Compton@

3. Davidson shined: Davidson’s rookie season was basically a wash after he was selected in the second round out of Auburn.

Against the Titans he was active in the run defense and the pass rush. He had a stop on a third-and-seven in the red zone that forced the Titans to settle for a field goal.

“I felt like I played pretty good,” Davidson said. “I felt ecstatic. Put it like that. I had fun.”

He finished with three tackles and made his presence felt.

“I’m really proud of Marlon,” Smith said. “He’s been able to grind through things. He dealt with a lot last year. He’s kind of grinding through this camp and it was good to see him have some success.”

Also, linebacker Dorian Etheridge finished with 13 tackles.

“This was one of those things were you had to settle down,” said Etheridge, a 6-foot-3 and 230 pounder who played 45 games at Louisville and finished his career with 258 tackles. “Once you start to fill a little bit comfortable, it starts to come to you even more. Even when you feel comfortable there is still so much more to learn.”

4. Hawkins came to play: Hawkins was one of the players the Falcons’ braintrust wanted to get a good look at in live action.

He had two tackles, a sack, a quarterback hit and a tackle for a loss.

“It was a good play,” Hawkins said of his sack. “Good sack. Good execution from everybody across the board. Everybody was good with their disguises.”

Last season, he played in 12 games and made two starts. He finished with 13 tackles. Hawkins played 74 defensive snaps and 154 special-teams snaps.

Strong safety Duron Harmon and free safety Erik Harris did not play against the Titans.

Hawkins and second-round pick Richie Grant could be the safeties of the future if they continue to develop.

Grant had a nice tackle in the opening kickoff and was in tight coverage on fourth-down pass play the Titans converted in the second quarter.

5. Rookie offensive linemen get snaps: The backup offensive linemen couldn’t get a push in the run game and struggled in pass protection.

They also committed a rash of penalties.

Rookie Jalen Mayfield and Drew Dalman both started and received valuable NFL experience at right tackle and center.

Willie Beavers started at left tackle, Josh Andrews at left guard and Sam Jones at right guard.

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