For Tennessee, today's game against Memphis isn't exactly a sandwich game.

Maybe midnight snack is more appropriate.

When the No. 15 Vols (3-1) hit the road for the first time this season today against Memphis (1-2) at the Liberty Bowl for a noon kickoff (TV: ESPN), they'll be favored by 13-or-so points.

They'll be trying to improve on the defensive and offensive lines, after a ho-hum 33-7 victory over Marshall last week.

They'll be on upset watch, sure, but mostly, they'll be hoping to come away with a win and make some strides before next week's main course at Georgia in a game that could keep Tennessee in the thick of the SEC East race.

Memphis has a little different outlook.

"I think they approach this as probably the biggest game they play all year," UT linebacker Ryan Karl said. "They want to defeat the state team, you know."

The Tigers know.

They've been close before.

Tennessee's Conference USA cousin has come within five points of the Vols in three of the last four meetings between the schools.

In 1996, as if anyone in Knoxville needs a reminder, the Tigers shocked a Petyon Manning-led Tennessee team with a 21-17 victory at the Liberty Bowl.

That win was the only Memphis victory in 20 meetings between the schools.

It's one of the Tigers' signature wins, but Tennessee hasn't played up the '96 angle this week.

"Most of these guys were in what, the fifth grade? Might have been sixth, whatever it was," UT coach Phillip Fulmer. "You tell them all about the history of each series that you play, but you play this year.

"You don't want to get beat by anybody ever."

The Tigers are capable of pulling the upset.

Quarterback Martin Hankins, a junior transfer from Southeastern Louisiana University, has passed for 770 yards and six touchdowns.

He's a mobile 6-foot-2, 205 pounds and pairs well with running back Joseph Doss.

Doss, who has 227 yards and no scores, rushed for 77 yards last year against Tennessee in place of DeAngelo Williams.

But perhaps Memphis' biggest threat comes from a deep group of receivers, which is one of the main reasons Memphis boasts the nation's 11th-best passing offense.

Ryan Scott leads the way with 149 yards and a score. Earnest Williams and Duke Calhoun each have at least 100 yards receiving and a touchdown.

On defense, the Tigers are a little less predictable.

Head coach Tommy West will run the defense today for the first time since Memphis fired defensive coordinator Joe Lee Dunn following a 35-20 loss to East Carolina on Sept. 16.

West hasn't been a defensive coordinator since 2000, his first season at Memphis before becoming head coach in 2001.

"We don't know for sure. It's kind of like an opening game again," Fulmer said of the Tigers' defense. "We'll take some of the things that he's done in the past, and things at other jobs and when he was the defensive coordinator before and some of the things they've been doing this year. We'll have to be ready for basically anything."

The best scenario for Tennessee would be more of the same from Memphis.

The Tigers rank 104th nationally against the run, allowing an average of 185 yards a game.

That's good news for the Vols, who are hoping to jumpstart their run game in LaMarcus Coker's first start at tailback.

Coker rushed for 146 yards on eight carries, including an 89-yard touchdown run that came on just the 16th carry of his college career.

Josh McNeil will also make his first start at center, in place of Michael Frogg.

The Vols are averaging just 115 yards rushing per game.

Part of that has to do with their strength throwing the ball and the emergence of Jayson Swain and Robert Meachem as go-to receivers.

The Vols will be a two-touchdown favorite, sure, but Karl for one knows the Tigers have plenty of motivation to win.

"We're the big team in the state, I'm not saying that in a bad way, but they want to knock us off and prove that they're the better team," he said. "If they can do that, they'll have something to brag about.

"Memphis expects them to win this game. Not everyone's expecting us to win this game. They're going to play just as hard as we are."

Injury report

Tennessee

Probable: DE Jared Hostetter (knee); questionable: WR Austin Rogers (shoulder).

Memphis

No significant injuries.