If Vanderbilt coach Clark Lea could get his hands on one of those memory-erasing “neuralyzers” Will Smith and Tommy Lee Jones used in the “Men in Black” movies, he would make everyone forget about the Commodores’ football past.

Lea would wipe away the 10 straight losing seasons and the 10-game losing streak at the end of 2023, as well as the fact the Commodores haven’t won a conference championship in 101 years and have finished with a winning record in SEC play only twice in the past 50 years.

“If I could only erase memories,” Lea told ESPN. “We’re held back so much by our past and by this old mentality that just kind of won’t leave us.”

Vanderbilt’s feeble track record is what made its 40-35 upset of No. 1 Alabama on Saturday so remarkable. The Commodores had lost every one of their previous 60 games against top-five teams in the Associated Press poll. They hadn’t beaten the Crimson Tide in 40 years and were outscored 148-3 in the previous three meetings.

A week earlier, Alabama knocked off No. 2 Georgia in a thrilling 41-34 victory and seemed poised to contend for another CFP national championship under first-year coach Kalen DeBoer. The Crimson Tide had won 79 straight games against unranked opponents, the second-longest streak in the AP poll era since 1936, according to ESPN Research.

Vanderbilt’s stunning victory wasn’t a fluke. Before goal posts from FirstBank Stadium were carried down Broadway Street in Nashville and dumped into the Cumberland River, the Commodores bullied the Crimson Tide for 60 minutes. The 22½-point underdog scored the game’s first 13 points, never trailed and controlled the clock for more than 42 minutes by converting 13 of 19 third- and fourth-down tries.

“It was emotional for me,” Lea said. “But that doesn’t mean that it wasn’t something that we had prepared for and that we didn’t expect to happen. We absolutely knew the plan. We knew that we were going to have a great shot to win it. No one was shocked here internally.”

Vanderbilt’s blueprint for toppling the Crimson Tide was conceived in December when Lea was dealing with the biggest crisis of his short head-coaching career. After beating Hawai’i and FCS program Alabama A&M to start the 2023 season, the Commodores didn’t win again, finishing 2-10.

After a 48-24 loss at Tennessee, Lea and his most trusted staff members brainstormed ideas on how to turn around Vanderbilt’s program.

“I kind of came to realize that there was some internal fracturing in our locker room that was damaging our ability to compete,” Lea said. “I kind of found it a little too late.”

Oddly enough, Lea found an unlikely lifeline in Las Cruces, New Mexico. Two weeks after the Commodores lost 31-15 to Auburn at home, New Mexico State throttled the Tigers 31-10 for its first victory over an SEC program.

“I probably watched that game nine times, and that was before I was thinking about making a change,” Lea said. “I was fascinated with what that looked like. What were the markings of that team that allowed them to separate in that game? I expected to turn on the film and see some overlooked 6-foot-6 quarterback slinging the ball everywhere.”

Instead, Lea watched Diego Pavia, a 6-foot quarterback, lead New Mexico State to the unlikely upset, throwing for 201 yards with three touchdowns in the Aggies’ milestone win.

That wasn’t all that impressed him about New Mexico State, which would finish 10-5 under coach Jerry Kill in 2023, a remarkable turnaround for a team that went 2-10 in 2021 and had won more than three games only once since 2010.

“I saw a defense that was sound, solid and simple and was able to build stops and limit big plays,” Lea said. “The offense played tough and played together. It was clear that there was creativity in the playcalling with multiple formations and multiple personnel groupings. They knew how to use the quarterback to run the ball and to create gaps. It intrigued me. I knew that’s who we needed to be.”

Lea, 42, had reached a crossroads at Vanderbilt. There was no question he was emotionally invested in turning around the woebegone football program. The Nashville native won an NAIA national championship in baseball at Birmingham Southern, before transferring to Belmont University in the Music City. He played fullback for the Commodores from 2002 to 2004.

A well-respected defensive coordinator at Notre Dame, Lea was a logical choice to replace Derek Mason after the 2020 season. But after compiling a 9-27 record in his first three seasons, Lea seemed destined to become another victim of what had become a graveyard job for so many coaches before him. He realized he needed to make big changes if he was going to turn things around.

In December, Lea flew to Las Cruces to interview New Mexico State offensive coordinator Tim Beck. Beck graded well in the metrics Lea wanted in his next coordinator: game-control offense, red zone scoring, efficient running game, explosive plays in the passing game and a quarterback friendly system.

At the time, Kill couldn’t drive because of medical issues; he had seizures from epilepsy throughout his coaching career. Beck was bringing Kill to and from practice, so when Beck informed him he was meeting Lea at a Las Cruces hotel, Kill tagged along.

“He and Tim are super close,” Lea said. “Jerry and I hit it off. There was mutual respect.”

After the interview, Kill told Beck he wasn’t sure he was going to return for a third season at New Mexico State in 2024. If Lea offered Beck the job, Kill told him he probably needed to take it.

On Dec. 22, Vanderbilt announced Beck’s hiring. Kill stepped down as the Aggies’ coach the next day.

By the time Lea was done transforming his staff, he also brought over New Mexico State assistants Ghaali Muhammad-Lankford (running backs), Melvin Rice (safeties) and Garrett Altman (quarterbacks).

There was one more big fish Lea wanted to land: Kill, who was more interested in traveling to Mexico to drink margaritas than getting back on a college football sideline. For days, Lea tried to sell Kill on rebuilding yet another program after he had worked magic everywhere from Southern Illinois to Northern Illinois to Minnesota to New Mexico State.

“He kept working on me,” Kill said. “He said, ‘You know, I need somebody. I’m younger, and I need somebody that knows how to build programs. I need somebody that can help. I really need you to come.'”

Lea had impressed Kill during Beck’s interview. He liked his sincerity and calm demeanor. Kill is a fan of country music and moving to Nashville would get him closer to his family in southern Illinois.

“I wanted to learn from him and use him as a mentor,” Lea said. “These positions get pretty lonely pretty quickly. I expressed that to him. I think he saw an opportunity to have an impact. I think he felt a connection to Tim but also to see what Vanderbilt football is and is aspiring to be as a program. It was an opportunity to come in and kind of do what he’s done through his career — help put the finishing touches on a build to make Vanderbilt football relevant.”

On Jan. 17, Vanderbilt announced it had hired Kill as Lea’s chief consultant and senior offensive advisor. Lea said Kill has been much more than that in his nearly 10 months at Vanderbilt. (Under new NCAA rules passed in June, any staff member is allowed to provide instruction to players during practices and games.)

“I am grateful to have him in the building,” Lea said. “In my best days, he’s there to celebrate with me. On my worst days, he’s there to have a conversation and listen. I think one of the great things he’s helped me with is just the push and the pull. I think as a head coach, sometimes you want to do more, more, more, because there’s not enough time in the day to accomplish all the things you want to get accomplished. But he’s taught me how to pull back to give people a chance to recover.”

The last piece of the Las Cruces to Nashville migration was Pavia, who was named the Conference USA Offensive Player of the Year after passing for 2,973 yards with 26 touchdowns and running for 928 yards with seven scores in 2023.

Pavia, who grew up in Albuquerque, didn’t have a single FBS or FCS scholarship offer coming out of high school. Only two Division II schools — Western Colorado and Western New Mexico — gave him a chance to play quarterback.

“I just think they were scared of my height,” Pavia said. “People like to focus on height, weight and 40-yard dash times. I like to go off film. I move well. I feel like I throw the ball well. I feel like I run well. I just don’t have God-given height and weight.”

Pavia played two seasons at New Mexico Military Institute, eventually winning the starting job after battling through a three-man competition. In 2021, he led the Broncos to an 12-1 record. New Mexico State recruited him, but the Aggies were more focused on Iowa Western Community College quarterback Nate Glantz.

After Kill and a couple of his assistants watched Pavia lead the Broncos to a 31-13 victory over Iowa Western to earn the program’s first NJCAA national championship on TV at a Hooters, they offered Pavia a scholarship instead.

“If you met his family, they’re very competitive people,” Kill said. “I think he was raised that way and he’s been fighting all his life. People said he didn’t look like a quarterback. He’s had a chip on his shoulder and he’s got the ‘it’ factor. He’s had to come up the hard way and that’s probably why he is who he is.”

When Kill retired, Pavia entered the transfer portal with one season of eligibility remaining. He visited Vanderbilt but was told he’d have to graduate with a degree from New Mexico State before transferring, which meant he’d have to return to Las Cruces for spring semester. He took visits to North Texas, UTSA and Nevada.

Pavia committed to play for the Wolf Pack during his visit and called Beck to tell him the news. Kill called Pavia a few minutes later while he was still at the Nevada campus.

“Hey, son, I’m headed to Vanderbilt as the offensive head coach,” Kill told Pavia. “I already told everyone you’re coming with me, so I’ll see you there.”

Pavia transferred to Vanderbilt in June and quickly won over his new teammates with his work ethic. Aggies quarterback Blaze Berlowitz, tight end Eli Stowers and running back Moni Jones also joined their former coaches in Nashville.

“It’s been great to take that chemistry that they all have together and kind of plant it into our environment,” Lea said. “Those guys are all so aligned with who we are and what we do, and so I’m grateful to have them all.”

Increased NIL spending has helped the Commodores attract better talent. Lea said only three or four players had NIL deals in 2023.

“There are things that we can do now that we have never done before, which is to go out and acquire talent,” Lea said. “That’s never been a part of Vanderbilt’s process.”

After losing 10 straight games to finish the 2023 season, the Commodores pulled off one of the biggest surprises in Week 1 by knocking off Virginia Tech 34-27 in overtime. Pavia threw for two touchdowns and ran for another.

The Commodores followed that victory with a 55-0 rout of FCS program Alcorn State, but then fell to Georgia State 36-32, surrendering 426 yards to the Panthers. A 30-27 loss to then-No. 7 Missouri in two overtimes on Sept. 21 proved to Lea that his team wasn’t too far away from breaking through.

Even if college football fans never saw the upset of Alabama coming, Lea insists he wasn’t surprised. And he hopes it’s only the beginning of one of the greatest turnaround stories in the sport’s history.

The Commodores will try to build on their milestone upset when they play at Kentucky on Saturday night (7:45 p.m ET/SEC Network).

“I’m never going to be a part of something that I don’t believe can be the best,” Lea said. “I’m never going to sign up for something that’s OK being second tier or middle of the pack. Now, I understand that not everyone can grasp my words, and they don’t all understand how I bleed and what makes me who I am.

“I never believed it was going to happen overnight or it was going to happen quickly. People rose to that challenge and showed me that there’s so many people pulling for our success. And you know this is about doubling down and continuing to move it forward, but we will get there.”