ORCHARD PARK, N.Y. - Linebacker Takeo Spikes arrived in Buffalo last spring intending to play for a contender. He most certainly did not leave Cincinnati to be showed up by his former team this weekend.

Throw in Buffalo's recent defensive struggles, and there's plenty motivating Spikes as the Bills (2-2) prepare to host the Bengals (1-3) on Sunday.

''Knowing where I came from, knowing where I'm at now and knowing where I want to go, that's how big and emotional this game is going to be for me,'' Spikes said. ''You want to go out and prove something, and I think that goes hand in hand with us getting everything stabilized defensively.''

Spikes and his new teammates are smarting.

After opening the season with two wins, allowing a combined 10 points, Buffalo's defense has inexplicably sagged, particularly against the run.

In losing their last two games, the Bills have given up 343 yards rushing - 153 alone to Miami's Ricky Williams two weeks ago. They allowed a combined 177 against Philadelphia in last weekend's 23-13 loss.

This is not the type of performance Spikes expected when he negotiated a six-year, $32 million contract to join the Bills, a deal the Bengals had the right to match, but declined.

The money was important, but so was the chance to get out of Cincinnati, where the former first-round draft pick spent five seasons in which the Bengals went a combined 19-61.

Spikes is well-versed in mediocrity, which is why he won't stand for it in Buffalo.

''I take it personally when we're struggling like we are,'' Spikes said. ''I told some of the guys, it gets to the point where you get tired of being an average defense. So we're looking to start off a new season this week, right here.''

Buffalo's offense is also struggling running the ball, and is not helped with starter Travis Henry listed as questionable with torn rib cartilage.

And while the Bills have won their last five meetings against Cincinnati, going back to 1989, they're aware these aren't the same old 'Bungles' under new coach Marvin Lewis.

''The general public probably would look at the Bengals and say, 'OK, that's a game you should win,''' quarterback Drew Bledsoe said. ''But they're a good team.''

The Bengals are starting to believe, too.

After losing their previous two games by a combined 10 points, the Bengals bounced back with a heady 21-14 win at Cleveland last weekend. The victory began to validate the hard work and upbeat mood brought in by Lewis, who replaced Dick LeBeau, now a Bills assistant who was fired by Cincinnati at the end of last season.

''It just solidified everything that Marvin has been preaching to us from the beginning,'' quarterback Jon Kitna said. ''It's only one win, but now we have some life in us.''

Kitna had his best outing of the season, efficiently finishing 23-of-31 for 215 yards and three touchdowns against the Browns. Most important, he didn't throw an interception for the first time this season.

The Bengals' offense clicked despite losing running back Corey Dillon, who's nursing a groin strain and hyperextended knee. He's expected to miss Sunday's game.

Offensive tackle Willie Anderson, in his eighth year with the Bengals, knows this isn't time to celebrate.

''It's not going to be a bunch of people beating their chest because we've been to the bottom of humility. We've been in it, we've rolled around in it,'' Anderson said. ''We won one game. That's all it is.''

Facing a defense that features Spikes makes it even more challenging.

''It's a respect thing,'' Kitna said. ''He was a heck of a player for us and he's being a heck of a player for them.''

Spikes, who led the Bengals in tackles four times, never got the recognition he felt he deserved playing for a losing team. That's changing in Buffalo, where he's emerging as one of the Bills' defensive stars and a team leader.

And with that comes responsibility.

''The first thing why they got me here was for my athletic ability,'' Spikes said. ''The second thing is my leadership qualities. Now, in a time of adversity, it shows what type of player, what type of group you have.''

What better time to show it than against Cincinnati?

''That'll speak for itself,'' Spikes said.