During the regular season, Josh Heupel received a late-night phone call from Mike Leach.

Heupel was in the midst of leading Tennessee to a 10-win season in his second year as the Vols' head coach when his former offensive coordinator from his playing days at Oklahoma and then-Mississippi State head coach called to catch up.

Like so many who have crossed paths with Leach in his 35-year coaching career, the conversation with Heupel started with football then covered a myriad of topics.

Just three weeks after the season, Leach died from heart complications at the University of Mississippi Medical Center in Jackson, Mississippi last Tuesday. He was 61.

"There's a million conversations that had nothing to do with football," Heupel recounted on Saturday. "They might have started out as a football, but they quickly transitioned into life. Had an opportunity to talk to him with maybe two weeks left to go in the regular season. … Late night conversation and I remember my wife wasn't listening to the entire conversation, but she heard it start with football, go way off the beaten path and somehow navigate back to football at the very end of it."

Both Leach and Heupel shared a special bond, which was displayed recently in a video clip from an Oklahoma football practice before Leach left to take his first college head coaching job at Texas Tech following the 1999 season.

The video — originally shared by Oklahoma City television news station KFOR — shows an emotional Leach having a one-on-one conversation with Heupel, who was then the Sooners' quarterback.

Heupel began his college football career at Weber State, but an ACL injury pushed him down the depth chart and he eventually transferred to the junior college ranks at Snow College in Utah.

He attracted a few FBS offers after throwing for 2,308 yards and 28 touchdowns, but Leach was especially interested in the quarterback from Aberdeen, North Dakota.

At the time, Leach was in his first year on Oklahoma head coach Bob Stoops' staff. The decision to bring in Heupel led to an illustrious two-year run that resulted in a Heisman finalist finish and a Sooners' national championship in 2000.

It also led Heupel to pursue his own coaching career — one that led to assistant coaching tenures at his alma mater, Arizona, Utah State, Missouri and head coaching jobs at UCF and now Tennessee.

"That clip — man, it was a long time ago. … And at the same time, it feels like that seems like yesterday," Heupel said. "I remember that moment really clearly. That was the last practice that (Leach) was at Oklahoma. It hadn't become public that he was taking the job at Texas Tech yet. That opportunity to talk to him, (I was) excited for him. Obviously, he and I, in that year being able to flip what was going on offensively, what had been done there before and with Bob (Stoops) and the entire staff flipped the trajectory of Oklahoma football. Really thankful for what he poured into me."

Heupel is just one branch of Leach's coaching tree that enjoyed a plethora of success in 2022.

The Vols' explosive offense ranked first nationally in yards and points per game. It also helped Tennessee to its first No. 1 ranking in 24 years — as well as its first 10-win regular season since 2003. Following a record-breaking campaign, quarterback Hendon Hooker finished fifth in Heisman voting and star wide receiver Jalin Hyatt won the Biletnikoff Award.

Tennessee will play Clemson in the Orange Bowl at Hard Rock Stadium in Miami Gardens, Florida on December 30 with a chance to win 11 games for the first time since 2001.

Former Leach Texas Tech assistant Lincoln Riley coached quarterback Caleb Williams to a Heisman Trophy in his first season as the head coach at USC, while Sonny Dykes has TCU in the College Football Playoff in his first year at the helm in Fort Worth.

That tree also includes current head coaches Dave Aranda (Baylor), Neal Brown (West Virginia), Dana Holgorsen (Houston) and Kliff Kingsbury (Arizona Cardinals).

In the days following his untimely passing, several former coaches and players expressed their gratitude for Leach shaping their own careers — especially Heupel.

"You know, from Mike, just being with him every day in the meeting room, schematically how he thought at that time, there were very few people that were that wide open and thought differently," Heupel said. "The way the game is played in space in today's game is a direct reflection of him and his thought pattern. For sure, how he thought about the game, how he allowed his quarterbacks to be a part of the game and have control out there on gameday.

"Those are all the things that played a major role in me ultimately wanting to get into football and coaching."

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