Site: Commonwealth Stadium, Lexington, Ky. (67,942)

Game time: 7 p.m.

Coaches: Joker Phillips, Kentucky (9-11 overall, second year at UK and overall), Dan Mullen, Mississippi State (17-15 overall, third year at Mississippi State)

Series history: Kentucky leads 21-17

Depth charts: Kentucky, Mississippi State

TV: FSN

Radio: UK IMG Sports Network, XM 201, Sirius 218 (Sirius Premier package), radio stream at UKathletics.com

Internet video stream: ESPN3.com (subject to blackout)

The Wildcat front seven, led by its linebacking corps, has to be stout. Mississippi State will try and pound away at defenses before getting the ball outside for big plays. If they can limit Vick Ballard on first and second down, the Bulldogs will struggle to convert third-and-longs. They've bounced between a couple quarterbacks in their past two games, and neither has shown he can be particularly effective. Both Chris Relf and Tyler Russell are limited in what they can do, and giving them difficult third downs will hold the offense back.

Newton is going to have to pick his spots carefully in this one. Bulldog corner Johnthan Banks is 6-2 and will probably match up with La'Rod King most of the day, and he has five interceptions this year. Safety Nickoe Whitley has four interceptions as well, and they'll be looking to help their offense out with some turnovers. With his top two running backs out, Newton has to have one of his best games of the year.

Neither team has a powerful offense, so patience is key. Whichever team turns the ball over is going to put itself in a hole and will have to be more aggressive, which doesn't play to the strength of either team. If one offense gets some help from turnovers or some special teams plays, that could make the difference.

Ballard has to get his yards. If he doesn't, Mississippi State's entire offense could stall. They've struggled of late anyway, and they can't afford for their best player to have an off day. Even if Russell starts, don't be surprised if Relf comes in once or twice as a change-of-pace. He came off the bench in 2009 against Kentucky, ripped off a long run, then sat down for the rest of the game. If he can make one or two big plays and keep the defense guessing, it could make all the difference.

As if the Bulldog quarterbacks weren't already uncomfortable, they also have a banged-up offensive line going into Saturday. Kentucky fans saw first-hand what a worn-down offensive line can do to an offense early in the season, and there could be a similar effect for Misssissippi State here. Collins Ukwu will also be making his return and while he hasn't established himself as a difference-maker, he was clearly missed and is Kentucky's best defensive end. Ridge Wilson has also made strides recently, collecting two sacks at South Carolina and pressuring Jacksonville State into an interception last week.

Joker Phillips preached all week that this would be a physical game. It's usually a game that is won and lost on the ground, and it should be the same this season. If one of these offenses can't establish a run game, or can't stop the other team in the trenches, they'll have a lot of yards to make up in the air. Neither team has shown an ability to do that this year.

Cats Illustrated staff predictions:

Ben Jones, Staff Writer: Mississippi State 24, Kentucky 20

It's a swing game for both teams, as it normally is. This is also usually one of the closest games of the season. If you leave early, you're apt to miss a game-winning drive or a late turnover that kills a comeback bid. These are two desperate teams, and whichever one loses is probably out of the running for a bowl game. Don't expect Kentucky to go quietly, but the offense just hasn't shown enough for me to pick them against an SEC foe.

This game seems to always be close - five of the last six meetings have been decided by a touchdown or less - but this season could be an exception. Mississippi State's breakthrough season came a year too early. This year, unable to sneak up on opponents, the Bulldogs are winless in the SEC. But statistics say State is a middle-of-the-pack SEC team. Kentucky is not, if you believe those stats. Still, there are circumstances to consider. Kentucky is at home and playing in black uniforms that - given the players' longstanding desires to wear them - almost have to have some emotional impact. There's no excuse for the Cats to come out flat. In the end, though, it's hard to imagine UK putting enough points on the board to walk away with a season-shifting win.

Mississippi State 17, Kentucky 13: The Bulldogs have limped to an 0-4 SEC start, but they've been much more competitive in their conference games than the Wildcats, particularly against common opponents LSU and South Carolina. It's hard to imagine a high-scoring game no matter who wins. If UK can continue to run the ball well, it's got a great chance to turn its season around and make a run at a run at another bowl game.

With UK giving its fans an early Halloween treat with the black jerseys, it'll need some serious tricks to score on Mississippi State's defense. The Bulldogs boast one of the best defenses in the SEC, holding opponents under 20 points per game. MSU held South Carolina to 14 points, just seven days after the Gamecocks dropped 54 on the Cats. The only way UK can get its first SEC win Saturday is by controlling the tempo and keeping its defense off the field. Meaning the offense needs to duplicate the performance it showed last Saturday, when it rushed for 340 yards. If UK can control the clock, the Cats will have a serious chance at the upset, but based off UK's past performances against SEC defenses I'm not expecting it.