NEW ORLEANS (AP) — The last thing Drew Brees wanted to think about, while digging into a ribeye at a steakhouse in the French Quarter this week, was the hallowed passing record he has a slim chance to break against Carolina tomorrow.

He soon realized he didn't have much choice.

"I had 10 people come up to me ... and every single one of them said nothing other than, 'We hope you break that record.' That was all they said, so, obviously people are thinking about it. Obviously it means something to people. So if it happens, then great, because they deserve it."

Brees said his first priority is to win, no easy task in itself. The Panthers (11-4) are gunning for the NFC South title and the second overall seed in the conference playoffs, which would give them a coveted first-round bye.

Carolina also crushed New Orleans (8-7) when the teams met in mid-October, 30-7.

"They just played a lot better than we did," recalled Brees, who was intercepted once in that game and threw for 231 yards, his third-lowest total of the season. "I just never felt like we were ever able to get anything going in that game. They're a very good defense, so we've got our work cut out for us."

Brees needs to pass for 402 yards to break Dan Marino's 1984 single-season record of 5,084. It's possible. He's thrown twice for more than 420 yards this season.

Brees has been saying for a few weeks that the key for him is to play as he does every week and not allow his shot at NFL history to figure into his approach.

"Any time you start thinking about a record like that you start forcing things, especially when you need — you know, that's a lot of yards. So we'll just throw completions and hopefully they'll add up to somewhere close to that."

That would be an accomplishment against the Panthers, whose pass defense ranks in the top third in the league, allowing about 201 yards in the air per game.

Carolina has yet to yield more than Kurt Warner's 381 yards in a single game this season. Warner and Tampa Bay's Jeff Garcia (321 yards) were the only quarterbacks to surpass 300 yards against the Panthers this season.

"Regardless if he's trying to go for the record, we've got to go out and cover anyway," Carolina cornerback Ken Lucas said. "Drew Brees is one of the best quarterbacks in the NFL and has been for a couple years now. It's going to be a great challenge."

Brees figures all the talk of the record only motivates Carolina's defense.

"I would assume they're saying they don't want to be on the field when that happens," Brees said, recalling how the Saints' defense last season drew motivation from talk of Fred Taylor possibly eclipsing 10,000 career yards in the Louisiana Superdome. The Saints stopped him from getting there.

There's another factor working against Brees, namely, Carolina's run-first, ball-control offense. DeAngelo Williams and rookie Jonathan Stewart have combined for 2,117 yards rushing and 27 touchdowns.

"They've really started to pick up a lot of steam. This DeAngelo Williams is playing the best I've ever seen him play," Saints linebacker Scott Fujita said. "It's kind of a two-headed monster and both are a lot to prepare for with a great offensive line playing in front of them."

Williams had four touchdowns in an overtime loss to the Giants in New York last week and will be no less motivated against New Orleans.

"This holds the same weight as last week: a first-round bye and a guaranteed home game," Williams said. "Anything can happen, especially in our division, the NFC South. Winning away from home in our division has been tough. So we know we've got to play our game. We've got to play ball control, especially against their high-powered offense."

Williams brought up one trend the Saints have working in their favor. NFC South teams are a perfect 11-0 at home in divisional games.

Brees said extending that streak would mean more to him than getting the record, which would feel a little hollow coming in a loss that would leave the Saints with a non-winning season.

If the Saints could win, they'd finish with their second winning season in coach Sean Payton's first three years, having won six of their last eight games. In that case, Brees would be thrilled to climb atop the NFL's single-season passing charts.

"The win is more important than the record," Brees began. "But I think any competitive person, you get this close to a record like that, of course you want to break it."