CLEVELAND -- Michael Vick won't be on the field at all, and Tim Couch won't be out there to start.

Plenty has changed since the last time the Atlanta Falcons and Cleveland Browns got together.

In December, with playoff hopes riding on the outcome, the teams met in a memorable regular-season finale at Browns Stadium. Cleveland held on for a 24-16 win, thanks to a goal-line stand in the final minute, sending the Browns to the postseason for the first time since 1994.

Despite the loss, the Falcons got in the playoffs, too.

There won't be nearly as much on the line Thursday night as Atlanta (0-3) and Cleveland (0-3) play in the exhibition season for both teams, who are winless and have a lot of work to do before their Sept. 7 season openers.

The Browns need to quickly fix a defense that has given up 38 points in consecutive games and bickered on the sideline last weekend in a loss to Detroit.

On offense, quarterback Kelly Holcomb, picked by Davis to start the season under center, is expected to be in for at least 15 plays before turning things over to Couch.

Struggling without the injured Vick, the Falcons' offense hasn't been able to establish a running game, and there were a series of breakdowns on special teams last week at Miami.

And although wins in August mean little, both teams would like to finish the preseason on a positive note.

''You want to win,'' Browns coach Butch Davis said. ''You don't go into any of these games with the idea that you don't want to play to win. But there are other underlying things that are equally as important.''

For the Browns, that means getting a better performance from their first-team defense, which has played poorly in each of Cleveland's first three games.

The unit showed some improvement in last week's 38-17 loss to the Lions, but any significant gain was undermined by a sideline shouting match between cornerback Anthony Henry and tackle Gerard Warren after quarterback Joey Harrington converted a fourth-down pass for a touchdown on a blown coverage.

Warren, who had his best game of the preseason against the Lions, said he and Henry have patched things up and that the defense has fixed some holes, too.

''I'm positive about everything the defense is doing,'' Warren said. ''We're improving every time we go on the field. I feel like we're taking steps forward.''

Going in reverse would be impossible. Cleveland's defense is allowing 28 points per game, 246 passing yards and enters Thursday night as the NFL's lowest ranked unit.

It's a good thing for the Browns that Vick is out with a broken right leg.

But there is some help on the way for the secondary. Safety Robert Griffith will make his preseason debut after missing three games with a broken right index finger and defensive end Courtney Brown is expected to get more time as he continues to recover from knee surgery.

Meanwhile, the Falcons haven't recovered since Vick got hurt.

Last week, Vick's fill-in at quarterback, Doug Johnson, wasn't to blame in a 30-21 loss to the Dolphins. Johnson went 12-for-20 for 148 yards, including a 35-yard TD pass to Peerless Price.

However, the Falcons managed just 26 rushing yards, and in the last 10-plus quarters, Atlanta's offense has scored just two touchdowns.

Running back Warrick Dunn said his teammates failed to practice like they intended to play.

''Our whole attitude at practice has to be, 'The way we're going to win this game is running the football,''' Dunn said. ''We have to start having that mentality in practice. That carries over to the games.''

Atlanta's play on special teams was more troubling.

The Falcons fumbled punts, gave up two big returns to Miami and were stung by costly penalties.

''We can all do better, including myself,'' said kicker Jay Feely, who led the league with 138 points a year ago. ''What we did at Miami was just unacceptable.''