For years, Ole Miss coach David Cutcliffe and Tennessee defensive coordinator John Chavis battled it out on the practice fields.

UT coach Phillip Fulmer remembers having to play "referee" between Cutcliffe, the Vols former offensive coordinator, and Chavis, who took over the defense in 1995.

"It (competition) was every day," Fulmer said. "It's healthy; you want the most competitive people you can have around."

Cutcliffe left UT prior to the 1998 national championship game.

Chavis smiled when asked about the friendly rivalry that existed between his defensive units and Cutcliffe's offensive teams.

"Sure, they had Peyton (Manning), but we had some pretty good folks, too," Chavis said. "Leonard Little, Al Wilson, Sean Ellis ?

"It's all fun to talk about, but this game will be played between the white lines with our teams on Saturday."

TENNESSEE: ON OFFENSE

Tennessee need only turn on the tape to see the holes in the Ole Miss secondary.

South Carolina quarterback Syvelle Newton passed for 291 yards and rushed for 65 more.

"They play an eight-man front and are more multiple than most teams with that scheme," UT offensive coordinator Randy Sanders said. "We've got to handle their pressure packages.

"We've also got to make some plays out there. The receivers need to make some plays."

And the quarterbacks will need to avoid turnovers and stay out of long down-and-distance.

Sanders said balance is the key.

"We're not real dynamic at any one spot, but we're also not real weak," Sanders said.

TENNESSEE: ON DEFENSE

Chavis expects Cutcliffe's offense to look much like Tennessee's.

"(Cutcliffe) knows some things he can give us problems with, and we have some things we can give him problems with," he said. "They'll run some three-wide, spread the field, and play three quarterbacks."

UT will need to stop the run first, as Vashon Pearson rushed for more yards against South Carolina (96) than any other team.

Cutcliffe's schemes are usually strong because he knows how to attack a defense's weaknesses.

UT will have its hands full slowing down a rapidly improving offense.

KEEP AN EYE ON: FLOWERS AND PARYS

Ole Miss receiver Bill Flowers has developed into one of the best around and could hurt UT. Vols' defensive end Parys Haralson is sure to be pumped up returning to his home state.

ON THE SPOT: TENNESSEE SECONDARY

Ole Miss coach David Cutcliffe is known as a master strategist. If Cutcliffe could pull off an upset of this magnitude, he would cement his coaching future in Oxford and turn around the Rebels' season.

UT quarterback Erik Ainge. The freshman is fast building expectations. Can he continue to play as efficiently as he did against Georgia? Ole Miss' defense will throw some curves at him.

PROJECTED STATS: AINGE COULD HAVE A BIG NIGHT

• Tennessee: Erik Ainge 18-of-31, 265 yards, three TDs, one interception; UT run game 135 yards; Ole Miss two sacks.
  
  
• Ole Miss: Ethan Flatt 19-of-36, 285 yards, two touchdowns, one interception; Pearson 18 carries, 112 yards, one touchdown, one fumble. UT three sacks.

THE BOTTOM LINE:

TENNESSEE 34, OLE MISS 30