NORMAN — Brent Venables just didn't see Josh Heupel's potential when he first met him in 1998.

Venables, then the co-defensive coordinator with Mike Stoops, had only been at Oklahoma a short time, and the Sooners were looking to rebuild after a disastrous five-year stretch that included no winning seasons. While Venables and Stoops were mainly in charge of rebuilding the defense, they had their eyes set on bringing in Akili Smith.

"We were only here for a couple days, and we were at Kansas State, and we knew (Smith)," Venables recalled during Tuesday's press conference. "But (then-OU offensive coordinator Mike Leach) recruited California, and Akili was coming out of whatever junior college, Mount SAC or somewhere... I can't even remember how big he was, but he was a big, strong, strappin' dude that could spin it. He looked the part, could run, could pass."

Instead, Leach was interested in bringing in Heupel. Heupel had spent his first collegiate season at Weber State and Snow College before Leach brought Heupel in on a visit.

If Venables had his way, Heupel wouldn't have been the program's new quarterback.

"I'm saying this with incredible respect and appreciation for Josh," Venables said. "(I) couldn't have been more wrong. Don't judge a book by its cover. (But) he was skinny and just frail, and it was the middle of winter. Just kind of pasty and the ball was coming out --- he was a southpaw, probably hadn't played in a couple of months --- and the ball was wobbly. And Josh could occasionally do that and we're like, 'That ain't it.'

"Mike Leach, he didn't wanna bring Akili Smith in on a visit. 'Nope, not interested.'"

Smith had originally gone to Grossmont College before heading to Oregon, and was eventually taken in the first round of the 1999 draft. But Venables couldn't be happier the Sooners went with Heupel.

Heupel won the starting job for the 1999 season, helping lead the Sooners to a 7-5 record — a step in the right direction. But the real accolades came in 2000. He led the Sooners to a perfect 13-0 record on their way to a national championship, where they defeated Florida State 13-2. Heupel finished as the runner-up for the Heisman Trophy and was named the Big 12 Offensive Player of the Year.

Heupel finished his two-year career with 7,546 yards and 53 touchdowns. He ranks fifth in program history in passing yards, third in completions and fifth in touchdowns.

But Heupel did more than prove himself as a leader on the field.

"Amazing work ethic and humility, same guy every day," Venables said. "Didn't try to be anybody that he wasn't. Incredible, humility, respect for his teammates... I don't know what the culture was like before we got here, so it's not really far for me to say that he changed it, other than there was some brokenness. And he brought people together, and he was able to relate to people regardless of what they come from. And that's a cool thing about a locker room, but sometimes it's not as easy to get it to mesh, everybody from all the different backgrounds and whatnot. But it was for him. He led the way. He's always been a leader, and again, he's always had this innate ability to have great poise, great focus, but also have some fun, that competitive balance that allows you to be loose and confident and precise."

Both Heupel and Venables have come along way since that initial impression in 1998. Heupel joined the coaching staff in 2008 as co-offensive coordinator, where both coached alongside each other until Venables' departure in 2012. But on Saturday, the two will face each other for the first time as opposing head coaches.

Heupel, now the head coach of Tennessee, leads the No. 6-ranked Vols into Norman for a top-15 showdown at 6:30 p.m. Saturday (ABC). The game will mark the Sooners' first ever contest in the SEC, and it won't be easy against a Tennessee team that's playing as well as anyone in the country.

Of course, both coaches are focused on winning. But there's a certain appreciation for what this game means to both Heupel and Venables, who are still friends.

""I got so much respect for (him)," Heupel told reporters on Monday. "(He's) got a great family, somebody that poured into me as a young coach and learned so much from him. He's as good as they come. When you look at what he's done historically as a defensive coordinator, a lot of respect. Huge challenge for us this week."

For Venables, Heupel's legacy with the Sooners remains strong despite a rocky ending in 2014. And that will be something to celebrate this weekend.

"I know speaking from coaches and also being a fan — I was a fan, too — there can’t be someone with a stronger legacy," Venables said. "... There was a period where Oklahoma hadn’t had a winning season fo (five straight years), not going to a bowl game. The first year, going 7-5, then out of nowhere, to go 13-0 and several games within that year, Oklahoma was an underdog or had to come from behind in those games, where you really felt Sooner Magic was reignited. And he was a catalyst of that. And people won’t forget that.

"As we all know, that’s one of the coolest things about college football. It brings so much joy. You reflect to so many moments. It enriches your life because of those moments of success and winning and overcoming. We all feel like we were a part of that. So both personally and professionally. Make no mistake, Oklahoma fans want to see Coach Heupel take a loss on Saturday, and there will be nobody that feels badly if they don’t do well. We know that. But people pull for people. And I think this is one of those times, you put the logo aside. He’s got an amazing legacy at this university."

Not an OUInsider.com premium member? Sign up today to get loads of inside information on Oklahoma football, softball, basketball, and recruiting, all for just a few dollars a month. Click HERE to get started!