STARKVILLE, Miss. — The advice Mike Leach shared with Zach Arnett during quiet moments and late-night phone calls was invaluable. Granted, Arnett couldn’t always tell where a conversation with his boss was heading — his degree in history and minor in political science came in handy sometimes — but there was often a nugget of wisdom to be found in there somewhere if he stuck with Leach long enough.

Which got Arnett thinking one afternoon last month. The Mississippi State head coach popped up from a seat in his office and walked over to his desk. He pulled open the top right drawer, clutched a handout Leach gave the staff and waved it around.

Once or twice a year, he said, they’d read through Leach’s curated thoughts on coaching. There’s a bit about coaches failing players rather than players failing coaches. “What I really like about them,” Arnett said, “is they force you as a coach to flip the mirror onto yourself.”

When he first read the handout, shortly after being hired as Leach’s defensive coordinator in 2020, it was as if he’d been struck by lightning. Coaches are notorious for buying up volumes of books on leadership, Arnett said, and Leach found a way to boil it down to four pages of bullet points.

Arnett turned it over in his hands and smiled knowingly. He didn’t want to give away specific quotations; he thinks the insights inside are so valuable. “It’s a lifetime of common sense wisdom,” he said.

And it’s guiding him on this new, unexpected journey, as the 36-year-old balances honoring a football legend and one-of-a-kind character with forging his own identity.

The flowers are long gone, but other remembrances of Leach remain in Starkville. The pirate flags that wave on front porches. The different twists on the Jolly Roger, some with swords instead of crossbones. It turns out you can put an eye patch on pretty much anything; it’s become another way of saying, “In loving memory.”

When players leave a morning weight-lifting session last month, they do so wearing black workout shirts with “Swing your sword” emblazoned across the front.

A favorite phrase of Leach’s rings in Arnett’s ears: “Never take counsel of your fears. Emphasize your strengths.”

Some coaches might fear replacing a legend. Some, especially first-time coaches like Arnett, might feel compelled to keep everything exactly the same.

“Who’s going to duplicate Mike Leach?” he asked. “There’s no chance in hell.”

ARNETT ACKNOWLEDGED THE irony. A first-time head coach taking over for an icon, and that icon, who he spent the past three years working for as his defensive coordinator, didn’t actually want him as his first choice.

No, Leach had his sights set on a lesser-known football innovator he’d admired from afar: Rocky Long, the 73-year-old former head coach who created the 3-3-5 stack defense. The only reason Arnett got the job, he says, is because “Coach Long decided this wasn’t for him.”

That, and Arnett was the next best thing. He played linebacker for Long at New Mexico, racking up 200 career tackles and earning a spot on the academic all-conference team four times. He then got his start in coaching as a graduate assistant on Long’s staff, working his way up to defensive coordinator. He’d actually just left San Diego State to take the DC job at Syracuse when Leach called.

It was unexpected and awkward packing up after only a few weeks in New York, but the opportunity was too perfect to turn down. Not only could he learn from Leach when he was around, he could learn from the times when he wasn’t. Because Leach was too busy calling plays and running quarterback meetings to fuss over the defense, managing that side of the ball was left almost entirely to him.

Arnett was a nominee for the Broyles Award as the nation’s top assistant each of his first two seasons at State. His defenses gave up the fourth fewest yards in the SEC from 2020 to 2022. He was also a member of the AFCA 35 Under 35 Coaches Leadership Institute.

“There was a tremendous amount of freedom,” Arnett said of working under Leach. “But it was very educational from the way he sees the game, his ability to simplify the game. I think coaches are notorious for our ability to overcomplicate stuff. You turn football into a calculus problem for your players, and usually that shows up on film. You got a bunch of guys not just reacting and playing fast. You can see the wheels spinning, and he’s the exact opposite of that.”

Arnett sums up the beauty of the Air Raid.

“Simply put: Run where they ain’t, look for open space,” he said, laughing. “That’s pretty damned ingenious.”

What Arnett admired most about Leach and Long — aside from their ability to simplify their respective schemes — was their willingness to defy convention.

Some coaches say you shouldn’t spread the field with four receivers and throw the ball 70 times a game. It’s not balanced. Well, Leach dared to ask what was balanced about not getting everyone the football? He wound up convincing a generation of coaches like Lincoln Riley and Sonny Dykes to see it his way.

It might have been tempting to hire one of Leach’s many former assistants and keep the offense as is, but Arnett wanted to do things differently.

“And I don’t think [Leach] would necessarily have a problem with that,” he said, “because he would want me to run a program that’s in the vision that I see as best fit for its future.”

Mississippi State senior deputy athletic director for compliance Bracky Brett, who was interim AD when Leach died, says he never hesitated handing over the reins to Arnett. When he offered him the job on a permanent basis, he told him, “Total control of the program is on you.”

Brett marveled at how Arnett was able to lead the team through such a difficult time — how he was a stabilizing force, holding the locker room and the roster together.

“I always felt like if we had not made the move that we made, it would’ve cost us probably some kids on signing day and some kids in the portal,” Brett said. “It would’ve set this football program back two years.”

Three weeks after Arnett and Mississippi State agreed to a four-year, $12 million contract, the Bulldogs beat Illinois in the Reliaquest Bowl, coming from behind with 16 unanswered points in the fourth quarter. The scene on the field in Tampa that day was unbelievable, Brett says, an emotional release.

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Will Rogers celebrates bowl win by waving flag in memory of Mike Leach

Following Mississippi State’s bowl win, Will Rogers waves the “Mike” flag in memory of late coach Mike Leach.

And, looking back, Brett appreciated how Arnett waited for what came next. After he’d finished what Leach had started and they’d returned home, Arnett went to work building the program his way. He scrapped the traditional Air Raid and overhauled the entire offensive coaching staff. Leach’s offense and Leach’s guys were suddenly gone.

Brett is crystal clear: “Mike will be remembered, loved and revered here a long time. We’re not going to forget him in any shape, form or fashion.”

But, he said, Arnett can’t coach with a ghost looking over his shoulder.

“You’ve got to make the program yours,” Brett says. “If you’re gonna be the head coach and your livelihood and your salary depends on winning, you’ve got to do what you think is best to win. And he’s brought in some people on his staff that I think people may question. But I know one thing: They’re damn good football coaches”

KEVIN BARBAY LEANED forward in his chair overlooking the practice fields and looked down at his hands, searching for the right words.

“You know, it’s not pressure,” he said, “but I do understand the circumstances of coming in and replacing the legend of Mike Leach.”

A few months ago, Barbay was the offensive coordinator at Appalachian State. He had no connection to Leach, to Arnett, to Mississippi State, to the Air Raid. None of it. He got his start as a graduate assistant at Baylor where they ran the cleverly named Bear Raid, and even then Barbay was working on the defensive side of the ball at the time.

Barbay is a former high school coach, a Texas native, who played quarterback for Doug Williams at Grambling State and graduated from Lamar. So to be the person at 40 years old asked to step in and overhaul an offense that’s so synonymous with Leach was, well, something.

“I’d be lying if I didn’t tell you that initially when Coach [Arnett] called me that it wasn’t like, ‘Oh, wow. That’s gonna be a job, replacing Mike Leach,'” Barbay said. “But it does help me a little bit just talking to myself about, ‘You’re replacing a legend, but you are not that legend. And don’t try to be who you’re not.'”

Barbay’s offense will still feature a lot of four-receiver sets and plenty of passing. But it will also feature the running back and play-action and a position that’s been absent the past three seasons: tight end.

Time will tell how effective the offense will be, but it promises to look more diverse than Leach’s Air Raid.

“Really right now it’s about identifying what our guys do well and then just putting those guys in the right situations and in the right formations,” Barbay said. “Right now it’s all discovery.”

Barbay chuckled as he recited the depth chart. It’s like an island of misfit toys, he says. “We have to be patient.”

Take the lack of tight ends — as in zero on the roster he inherited. This spring, they picked a defensive lineman, a receiver and a linebacker to try out at the position. And they went out and signed a pair of transfer tight ends in Geor’quarius Spivey from TCU and Ryland Goede from Georgia, who will arrive in the summer.

The good news is Barbay doesn’t have to wonder who his quarterback will be. Will Rogers returns with 33 career starts under his belt. He’s already the SEC career completions leader (1,159) and holds school records for career passing yards (10,689) and career passing touchdowns (82).

Rogers is going to be asked to throw the ball more downfield and move around the pocket more this coming season. Barbay says he’ll have more options to pull the ball and run as well.

“Will’s biggest attribute is he’s one of the most competitive people,” Barbay said. “In a short amount of time, he has proven to me how competitive he is. He hates losing, he hates incompletions. So, to me, it doesn’t really matter what you ask him to do, he’s gonna perfect it.”

So far, Rogers is happy with the offense, but it’s been an adjustment. The Air Raid is all he’s known since high school. And no one on the team was closer to Leach than him. He was more than a coach. He was a friend.

“I’ve just kinda just put my head down and gone to work,” he said. “I haven’t really thought about it too much, you know? On my own time I’ll think about it every now and then, but I think the competitor in me, I’m always just trying to put this team in the best position to win and just continue to compete and continue to try and get better every single day.”

With his experience and production, he could have left after last season via the transfer portal and had plenty of suitors. There are more than a few Leach disciples out there who could use a quarterback to run the Air Raid.

Rogers, who grew up two hours from Starkville, stayed.

“A lot of people wanna say a lot of different things and start rumors and things like that,” he said. “But for me, I was just wanting to finish it out with some of the guys that we’ve been here with for four years, just kind of finish what we started here at Mississippi State.”

DON’T EXPECT ARNETT to provide a carefully crafted thesis on which Halloween candy is best or what college mascot would win a WWE style Royal Rumble. He may have a few interesting theories on life (local or extraterrestrial), but thus far he’s keeping them to himself.

Mike Leach, Zach Arnett is not. Check back in 25 years from now, but it’s hard to imagine Arnett becoming the quixotic, quotable character that his predecessor was. His personality is more no-nonsense. Included in Mississippi State president Mark Keenum’s statement announcing Arnett’s hire was this telling line: “He brings great drive and intensity to the task.”

Mississippi State is a program that’s going in a different direction, a direction that fits Starkville’s personality as a working class town in rural Mississippi. The university was founded in large part as an agricultural school. Arnett’s house sits on five acres. He has chickens. Horses graze on the property. He cuts his own grass — or he did back when he was a coordinator and had the time.

Brett loves the fact that his head coach owns a zero-turn lawn mower. He summed up his approach in a single phrase: “Blue collar.”

“I want us to look like a tough, hard-nosed football team,” Arnett said, “who still does all the things that good football teams do: You play clean football; you don’t turn the ball over; hopefully, you create takeaways; you create explosive plays on offense; you limit ’em on defense; you win the field position battle on special teams; all that stuff. But just simply, I would hope when you turn on the film you see a team who looks like they play the game with some energy and some excitement.”

Tony Hughes, who has coached at Ole Miss, Southern Miss and Jackson State, said Mississippi State has a reputation for attracting fighters, for having a chip on its shoulder, for playing downright angry.

“Zach is that, but from New Mexico” Hughes said.

Arnett grew up in Albuquerque overlooking the Sandia-Manzano Mountains. In addition to linebacker, he played some fullback back in the day, too. So he’s not afraid of taking or delivering a big hit. “That’s what he believes in and that’s what he likes,” Hughes said. “I want a football team that exemplifies that personality, because that is the only chance you have to win and be successful here.”

Says Rogers: “I think we’re gonna be a really tough team to beat, and just a tough team in general come fall.”

Arnett may not look or sound anything like Leach, but he shares an old-school mentality that’s appreciated here. In fact, Rogers said, he’s a little more diligent about meetings starting on time. And when they do, “It’s all ball from there.”

He may not walk to campus regularly like Leach did, but don’t be surprised if you see Arnett on the side of the road by accident. He recently bought a 1960 Ford F-100, which promptly broke down on him during a visit to campus with his wife and kids.

A good samaritan helped out and gave him a jump. Before he left, the stranger said, “I gotta ask: Are you the head football coach at Mississippi State?”

That won’t be a question for much longer.