Recalling the 17 seasons he spent as an assistant coach at Tennessee (1982-98), Ole Miss coach David Cutcliffe said Monday he knows the tune to "Rocky Top" but isn't sure he could sing all the words.

He quipped that his wife, Karen, let family friends "scavenge" his collection of orange clothing when he was offered "the opportunity of a lifetime" to become head coach at Ole Miss.

Yet the ties to Knoxville remain strong. He said Saturday's game against UT will be special because of his friendship with Vols' coach Phillip Fulmer and several other members of the coaching staff.

"I would be lying to stay it's not emotional because those are my longtime friends," Cutcliffe said at his Monday press conference in Oxford, Miss.

"I'm sure they are going to want to beat me badly and we want to win badly. It stirs up your competitive juices."

Former UT quarterback Peyton Manning and his younger brother, Eli, who finished his Ole Miss career last season, both plan to attend the game because their teams have a bye week in the NFL. Under Cutcliffe's tutelage, Peyton and Eli both developed into first-round draft picks.

"We're playing a little phone tag right now with voice mail," Cutcliffe said when asked if he had talked to the Mannings.

"They are both going to be here in town watching the ballgame. I'm sure there will be a little competition between the two of them. Peyton is going to be for Tennessee. My daughter (Katie, 15) didn't understand that but that's just the way it's going to be. She grew up knowing Peyton."

Cutcliffe, 50, is in his sixth season as Ole Miss head coach. The Rebels are coming off an upset victory over South Carolina.

He said much of what he does in coaching was learned under Fulmer, including recruiting and work philosophies. Cutcliffe recalled their initial meeting when he was an assistant coach at Banks High School in Birmingham, Ala.

"The first time I met him, he was actually working at Vanderbilt," Cutcliffe said.

"We're similar personalities in a lot of ways. We hit it off and became good friends. He came by pretty regularly and we had a lot of good players.

"Phillip and I talk probably weekly. Neither one of us has much time for phone conversations, but we touch base and encourage each other when we're going through ups and downs with our teams. I don't know whether we'll talk this week before the game. If we do, we'll just ask about each other's family."

Cutcliffe said it was an "emotional time" when he left UT after the 1998 SEC championship game. Randy Sanders took over Cutcliffe's role as offensive coordinator in the national championship Fiesta Bowl victory over Florida State.

Tennessee sent Cutcliffe a national championship ring.

"It's proudly displayed in my house,'' he said. "I'm not a big jewelry wearer, but I'm proud to have it and proud to have been a part of that team.

"I didn't worry about that particular team going on and winning the championship. I knew they would. They were champions and destined to be champions."

Although there are many similarities between the systems at UT and Ole Miss, Cutcliffe said the game ultimately will be decided by the athletes.

"Tennessee will be pretty familiar with us, and we'll be familiar with Tennessee,'' he said.

"They are extremely well coached and I'm not saying that just because they are friends of mine. Through these six years (away from Knoxville) there have been enough changes and differences that it's not identical (philosophies) by any means. It comes down to players making plays."

Gary Lundy may be reached at 865-342-6274.