Bluegrass State bragging rights are on the line this Saturday, as the Kentucky Wildcats visit the 25th-ranked Louisville Cardinals in the season opener for both teams.

Joker Phillips took over the Kentucky football program in 2010 and led it to its sixth straight bowl appearance, but he failed to build upon that success in 2011. The Wildcats finished 5-7 and fell short of bowl eligibility. They managed to win just two of their eight SEC matchups, defeating only Ole Miss (30-13) and Tennessee (10-7) in conference play.

The 2011 campaign started off slowly for Louisville, as it fell to 2-4 following an Oct. 15 loss at Cincinnati (25-16). From there however, the Cardinals caught fire, finishing the regular season by winning five of their final six matchups. Their 5-2 record in the Big East was tied with West Virginia and Cincinnati for tops in the conference. Even after a loss to NC State in the Belk Bowl (31-24), they still finished with a winning record (7-6).

Although these two schools are separated by less than 80 miles, they have only met on the football field nine times. Kentucky holds a 6-3 advantage in the all-time series, although Louisville won last year's bout, 24-17.

Against the top-notch defenses in the SEC, Kentucky's offense sputtered along last season, ranking last in the league in both total offense (259.8 ypg) and scoring offense (15.8 ppg). The silver lining this time around is that the Wildcats return all of their top skill players.

Currently, sophomore Maxwell Smith sits atop the quarterback depth chart, and in eight games as a freshman he put up modest numbers (819 yards, 4 TDs, 4 INTs). Senior Morgan Newton is still around in case Smith falters. He threw for 793 yards, 8 touchdowns and 7 interceptions last season (albeit on just 47.7 percent efficiency), and he also bolsters his value in the running game, gaining 411 yards with 2 scores last season.

CoShik Williams rushed for just 514 yards last season, but it was enough to lead the team. The senior has yet to break out, and this is his last attempt to do so. Junior Raymond Sanders will also see some carries.

Kentucky's most productive offensive player last year was La'Rod King, as he caught 40 balls for 598 yards and 7 touchdowns, and his presence can only help Smith's production.

The Wildcats didn't fare much better in terms of defensive play in 2011, finishing near the bottom of the SEC in both scoring defense (24.7 ppg) and total defense (377 ypg). It certainly won't help any that their top two defenders, Danny Trevathan (143 tackles, 4 INTs, 5 FF) and Winston Guy (120 tackles, 14 TFL, 2 INTs) have both moved on.

An otherwise depleted defensive unit has the majority of its defensive line back in Collins Ukwu (6.5 TFL, 2.5 sacks), Taylor Wyndham (14 tackles), Mister Cobble (33 tackles, 3 TFL) and Donte Rumph (31 tackles, 3 tackles for loss). Even though the defense has not played well in years past, Ukwu knows that Phillips has the utmost confidence in the unit.

"It really rubs on us a lot," Ukwu said. "That's coach. He really knows how to get us motivated. We as a team now have something to prove just from last year. Not only coach but also how our performance was last year that really motivates us to be a better team."

Along with Ukwu, safety Martavious Neloms figures to be one of the team's senior leaders, and he will try to improve upon a 71-tackle season.

Leading the Louisville offense will be quarterback Teddy Bridgewater, who showed plenty of promise in his freshman season with 2,129 passing yards and 14 touchdowns. Bridgewater earned the Big East Freshman of the Year award with his performance, although he'd like to lower his interceptions (12) in his sophomore season.

The top receiving target for Bridgewater will once again be Eli Rogers, who also had a great freshman season (41 rec, 454 yds). Coming into the program together has allowed Rogers to have plenty of chemistry with his quarterback.

"Before the play starts, I know where the ball is going and if he's coming to me or not," Rogers said. "That's just a chemistry the whole receiving corps has with the quarterback."

With Michaelee Harris (455 yds) and DeVante Parker (6 TDs) also back, Bridgewater will have no shortage of reliable pass-catchers to throw to.

Dominique Brown split time with Vic Anderson a tailback last year and amassed more than 500 yards and 4 touchdowns, and with Anderson gone, Brown will have the chance to prove he can be the feature back.

The Cardinals defense was very good last season, ranking 23rd in the nation in total defense, and with nine starters returning, the unit expects to be even better this time around.

Of the nine returnees, four are in the secondary. Hakeem Smith is the standout of the unit after compiling 84 tackles and an interception last season. Andrew Johnson (4 pass break ups), Adrian Bushell (50 tackles) and Calvin Pryor (43 tackles, 2 INTs) are all proven and experienced as well.

Linebacker Preston Brown (84 tackles, 5 TFL) will occupy the middle of defensive coordinator Vance Bradford's 4-3 scheme, and he'll be flanked by senior Daniel Brown (39 tackles). The defensive line retains Roy Philon (6 TFL), Marcus Smith (6.5 TFL, 5.5 sacks) and Brandon Dunn (1.5 TFL), all of whom have had success making plays in the opposition's backfield.