MEMPHIS — For Willie Henderson, the attention was flattering and, at times, overwhelming.

Considered the top prep lineman prospect in Tennessee four years ago, Henderson, a former Ridgeway High School standout, drew considerable interest from programs around the Southeast, including the University of Tennessee.

The Vols' interest was sincere. During Henderson's senior season, UT coach Phillip Fulmer visited Ridgeway High and had lunch with Henderson and teammate Ruben Mayes, who eventually signed with Tennessee and is now at Grambling.

Henderson responded to the attention by verbally committing to the Vols before signing day. But when the University of Memphis travels to Knoxville Saturday to play the Vols in a 2 p.m. kickoff, Henderson will be on the UofM sidelines.

As honored as he was by the Vols' interest, Henderson decided to stay home and play for the Tigers. For the first time in his career, the redshirt junior will line up against the team he seriously considered attending.

''They recruited me pretty hard,'' Henderson said. ''I think I was one of their top recruits. It came down to Tennessee and Memphis. It went down to the wire, and I chose Memphis. They were pretty upset.''

Henderson, 6-foot-7 and 335 pounds, was listed on SuperPrep Football Magazine's 2001 All-America team. His late switch to Memphis boosted the Tigers' 2002 recruiting class, which also included running back DeAngelo Williams.

''It was a pretty big thing coming out of high school and having had Phil Fulmer come down and eat lunch with you,'' Henderson said. ''That showed a whole lot to me. They must have wanted me really bad.''

Henderson said it was a difficult decision to reject Tennessee's offer. It was so hard he couldn't tell the Vol staff.

''I couldn't tell (Fulmer) no to his face,'' Henderson said. ''I don't know why. It was just kind of hard. It was a soft commitment when I took my visit there. I didn't actually tell them I was coming, but I said they were the favorite.''

Henderson said what made Memphis attractive was the direction the program appeared headed under coach Tommy West, who had taken over in 2001.

''I did some research and saw they were bringing in better recruits, I saw the program was changing and I saw myself playing there,'' Henderson said.

He has gradually moved from a reserve to a key contributor.

A redshirt in 2002, Henderson was moved from the defensive line to offensive tackle in 2003 and appeared in four games. He served as a backup right tackle.

Last year, he played in three games, including 10 snaps in a season-opening victory at Ole Miss and 24 in a regular-season ending victory at South Florida.

Although shoulder and neck problems kept him out of Memphis's last game — a 37-20 Conference USA loss to UAB — Henderson has played in each of the team's first seven games, starting five at left tackle. He expects to be available this weekend.

''I'm looking forward to going (to Knoxville) and playing against those guys,'' Henderson said. ''It should be a pretty good, hard-fought battle.''

Henderson said Tennessee wanted him to play on the defensive line, a position where the Vols regularly produce All-Americans.

''The plan was I going to play defensive line at Tennessee,'' Henderson said. ''They like big, tall, athletic guys.

''Coming out of high school I wanted to play defensive line, but I had a talk with Coach West, and he said I might be best at offensive line.''

While they did not make official visits to Tennessee, two other Tigers — receiver Earnest Williams and quarterback Maurice Avery — said they heard from the Vols. Williams, who attended Crockett County in west Tennessee, made an unofficial visit to Knoxville in 2003 to attend the Vols' opener against Fresno State.

''I was pretty happy that a school like (Tennessee was showing interest),'' Williams said. ''It was exciting ... because my school, Crockett County, is just a little school.''

West understands how Henderson, or Williams, could have been enamored with Tennessee on their visits. West signed with Tennessee — over Alabama and Auburn — in the early 1970s and played tight end for the Vols from 1972-75

''I went to watch them play Penn State at the end of (my senior high school) year,'' West said. ''I liked the atmosphere. Sometimes you go places and you just like 'em. I liked Bill Battle. The guy who recruited me, Gary Wyant, was a good guy, and I got close to him.

''I just felt comfortable there. I liked Alabama and Auburn. Those were good places, too, but I chose Tennessee.''