Last season was historic for the Rebels. They climbed to No. 3 in the AP poll for the first time since 1963 and finished ranked for the first time since ’09. With 16 starters back, spirits are high in the Grove, but coach Hugh Freeze must replace three-year starting QB Bo Wallace and make two trips to the state of Alabama.

Offense

How the Rebels beat you: Whoever wins the QB job—the battle between juco transfer Chad Kelly and sophomores DeVante Kincade and Ryan Buchanan should stretch into the fall— will benefit from one of the SEC’s most talented groups of targets. WR Laquon Treadwell (48 catches, 632 yards in nine games last season) didn’t go through contact this spring after gruesomely breaking his left fibula against Auburn, but he should return at full strength this fall. Evan Engram (662 yards, 17.4 ypc in ’14) is arguably the country’s most talented tight end, and WRs Cody Core, Quincy Adeboyejo and Markell Pack combined for 81 receptions, 1,044 yards and 8 TDs for the No. 5 pass attack (263.6 ypg) in the SEC last season.

How you beat the Rebels: When putting a new passer into a pro-style system, it helps to have a strong running attack. Unfortunately, the Rebels were No. 73 in the FBS last season with 155.5 rushing yards per game (the lowest output in Freeze’s three seasons), and Jaylen Walton averaged just 8.1 carries for 45.1 ypg (lowest among SEC starting running backs). “We have to improve,” Freeze says. “Does that mean someone gets 20 carries? I try to always look at the unit as corporately instead of individually until a guy is really deserving of that many.”

Defense

How the Rebels beat you: For the first time in at least a decade, Ole Miss was the most elite scoring defense in the FBS (16 ppg), and it also ranked top-five in the SEC against the rush (136.9, No. 5), the pass (192.1, No. 3) and in total D (329, No. 4). The reason: The Rebels owned third down (33 percent conversion rate, No. 1 in the SEC) and the red zone (41.2 percent, No. 5 in the FBS). They also led the SEC with 32 takeaways, including 22 picks, tied with Auburn for most in the league. While Ole Miss does lose 59 percent of that TO production (primarily CB Senquez Golson’s 10 INTs), seven starters return, including most of the D-line that pressured opposing QBs into a 22.1 QBR, fourth lowest in the FBS.

How you beat the Rebels: Gone are LBs Deterrian Shackelford, Serderius Bryant and Keith Lewis, who combined for 179 tackles and 15 1/2 TFL last year. “There are some concerns about exactly who the guys are,” Freeze says. “We just need to find the best fit, find out who can do what and play to their strengths.” The run D took some hits in marquee SEC tilts over the final six games, allowing an average of 256 yards in consecutive losses to LSU and Auburn and 166 ypg over the final three, which included a 30-0 thumping by Arkansas and an embarrassing 42-3 bowl loss to TCU.