Steve Caldwell saw DeAngelo Williams, knew he was a good prospect but couldn't sign him.

Caldwell, one of UT's best recruiters, remembers seeing Williams, Memphis' star tailback while recruiting Greg Jones, a defensive lineman who signed with the Vols in 2002.

Caldwell said he didn't necessarily have a problem with Williams' size at the time: 5-foot-8, 185 pounds. Caldwell said there were other numbers to consider.

"We thought he was a great football player," Caldwell said. "We had signed four running backs the year before. We had one in state, Gerald (Riggs Jr.), that year.

"We were going to take one and Gerald was going to be it. We felt like that was the route we needed to go."

Williams, a senior from Wynne, Ark., didn't receive much college interest. His most impressive scholarship offers came from Arkansas, Iowa and Memphis.

"By no means was it that DeAngelo wasn't good enough to play," Caldwell said of Williams, who is now 5-10, 217 pounds and the leading rusher in the nation. "He's grown into being a great player. He was a great player in high school."

Caldwell also disagrees with Williams' presumption this week that he wasn't offered by the Vols because he wasn't a power runner. Caldwell is quick to point to the diminutive Travis Stephens, who rushed for a team-record 1,464 yards in 2001. Stephens was 5-9, 190 pounds.

Caldwell, like any seasoned recruiter, knows you can't offer a scholarship to every prospect that catches your eye.

"That's always tough," Caldwell said. "There are times in your area that you have a lot of good football players that maybe you could sign but they don't fit in the equation.

"Then the next year, you're looking for players and you don't have them. That's a tough situation but you've got a numbers game.

"You've got to do what's best for the program. That's the way you've got to go about it and we've had success doing that."

Caldwell, who coaches UT's defensive ends, said his group will be tested against Williams. One of the keys is discipline to limit the speed back's cutback lanes.

Caldwell seems to have the perfect combo in 2005. He said seniors Jason Hall and Parys Haralson are the two most consistent ends he's had during his 11-year UT tenure.

"They," Caldwell said, "really haven't had a bad game."

Film Time: Quarterback Erik Ainge said he and his teammates are filling up the film room as they prepare for Memphis' multiple, unconventional defense that often only utilizes two defensive linemen.

"Not since I've played in high school," Ainge said when asked when he's last seen such an attack. "It's one of those things if you watch film and get it down, it's no different."

Ainge's offensive linemen are also preparing for a defense that can bring pressure from many different angles.

"Great question," junior center David Ligon said when asked how the Vols planned to match up against Memphis' defense. "That's what we've been trying to figure out all week. We've just got to be on key mentally.

"We can't afford to have many busts."

Center Of Attention: Ligon said he and senior Richie Gandy are both competing for the starting center job. For the first time all season, health shouldn't be a factor.

"It's very competitive," Ligon said, "almost like preseason, really."

The two opened preseason camp as competitors for the starting job but both suffered injuries. Ligon returned from an ankle injury to start against Notre Dame last week. Gandy has been fighting through a knee injury all year.

Ligon said he expects Gandy to be available Saturday.

Foster Back: With only two starts, Arian Foster is the second most productive freshman tailback in Phillip Fulmer's tenure at UT. Foster has rushed 89 times for 410 yards this season, placing him eighth all-time for freshman at UT.

Only Jamal Lewis' 1997 total of 1,364 yards, which stands as the Vols' freshman record, tops Foster since Fulmer became head coach during the 1992 season.

Foster, who took Riggs' place after the senior suffered a season ending ankle injury against Alabama, redshirted last season.

Foster said he was about 85 percent last week against Notre Dame. Foster said his sore knee and shoulder have improved this week. He said the knee is the more significant concern.