UCF tangles with Memphis at the FedEX Forum tonight in a matchup that could have major implications at the top of Conference USA.

With a win, the Knights (20-8, 9-5 C-USA) would complete the season sweep over the Tigers and likely solidify a top-four seed (and opening round bye) in next week's C-USA tournament. UCF also hopes another victory against the Tigers, ranked No. 22 in the RPI, could get them back into NCAA Tournament at-large bid discussion.

Leading Southern Miss and Tulsa by one game in the standings with two left to play, Memphis (21-8, 11-3 C-USA) is trying to maintain their first-place status atop the league. The Tigers, currently a No. 8 seed in most NCAA Tournament bracket projections, want to continue polishing their resume.

The fact UCF and Memphis are playing a big basketball game isn't exactly news. The two schools have been conference rivals since 2005-06 and both will join the BIG EAST, arguably the nation's top college basketball conference, come 2013-14.

Few are still around UCF to remember, but the two schools actually have a history dating back to the 1970s as the Knights played a trio of games in Memphis between 1973 and 1976.

They were worlds apart at the time, but the third meeting between the two schools became one of the most memorable of UCF's young athletic history.

The Upstart vs. the Elite

The year was 1976.

The Pittsburgh Steelers beat the Dallas Cowboys earlier in the year at Super Bowl X. The Boston Celtics were again NBA Champions. The Cincinnati Reds had just swept the New York Yankees in the World Series. 'Rocky' premiered on movie screens that fall. 'Charlie's Angels' began airing on ABC. Rod Stewart had the No. 1 song on the charts with "Tonight's the Night (Gonna Be Alright).'

UCF wasn't even UCF yet. They were Florida Technological University, or FTU for short. The name change to University of Central Florida wouldn't happen until a couple years later.

Memphis State, as they were called in those days, was a basketball power then just as they are today. The Tigers were a regular participant in the postseason and were a few years removed from a Final Four appearance under legendary coach Gene Bartow.

The game, scheduled for Saturday, Nov. 27, 1976, wasn't meant to be anything other than an easy season-opening win for Memphis and a big payday for UCF.

Now coached by Wayne Yates, the Tigers finished the previous season with a 21-9 record and were coming off a NCAA Tournament appearance.

Led by head coach Torchy Clark, UCF was in its ninth year as a school and eighth season as a basketball program. The Division II Knights had just completed their first season in the Sunshine State Conference.

Bo Clark, the son of Torchy Clark and a sophomore at the time, said the opportunity to play an elite Division I school was something the entire UCF team was looking forward to.

"We figure we'll probably go to Memphis and lose by 15 to 30 points, we know we're going up there for the guarantee, but it's fun when you're Division II and playing against big-time teams like that."

The game held added significance for Jerry Prather, who was a junior in 1976-77. He grew up in New Albany, Miss., located about 80 miles southeast of Memphis.

"I was excited to play in front of some of the hometown fans, at least a few from New Albany," Prather said.

"The flight has been delayed"

Flying the same day as the game wasn't a customary practice, but UCF didn't have a choice because they hosted Flagler the night before for their season opener.

The traveling party of close to 20 people arrived at Orlando Jetport at McCoy (now known as Orlando International Airport) for what was to be an early morning departure for Memphis.

During the night, a dense fog had settled in the area and still persisted even hours after the sun rose.

"The fog was really bad," Bo Clark said. "Usually Orlando doesn't have a lot of fog. We're there at the airport with the whole team. The athletic director, Jack O'Leary, was even there and we're all sitting at the gate. They get on the P.A. and say, 'The flight to Memphis has been delayed.' We're all sitting there like, 'Aw, geez.' We were all tired from playing the night before. We were just waiting, reading the paper and talking."

Their airline refused to take off in such conditions, but they found one that would.

"Our athletic director and trainer began checking with other airlines and they found seven seats available on another airline," Clark said.

The new flight - Clark thinks it might have been Eastern Airlines - was nearing its 10 a.m. departure to Atlanta. They could then grab a connecting flight to Memphis.

Recalls Bo Clark: "My dad said to Ray Ridenour, the assistant coach, 'Let's me and you take the starters up there on this flight to Atlanta. Let's go up there so these guys can have shootaround at the Mid-South Coliseum so we can get used to the arena.' It's a lot different than Winter Park High School, where we played then."

Head coach Torchy Clark, assistant coach Ray Ridenour and UCF's five starters, shooting guard Bo Clark, small forward Jerry Prather, point guard Calvin Lingelbach, power forward Tyronne Sparrow and center Lee Riley, boarded the aircraft fully anticipating the rest of the team would join them in Memphis a few hours later.

"We thought there was a 95 percent chance the fog was going to lift and the other seven guys on the team, the manager, trainer and equipment would get to Memphis, but just miss the shootaround we had scheduled for 2 o'clock.

"It was a crazy thing to do, but I know my dad just really wanted to get us in that gym so we'd at least play well and represent the school. We just thought the other guys would meet us at the hotel."

During their brief layover in Atlanta, Bo Clark said they still believed the rest of the team would soon be on their way.

"My dad actually talked to the AD when we got to Atlanta and he said, 'Torchy, they think the fog is going to lift and we'll be leaving any minute now.'"

Arriving in Memphis at around 2 p.m., the seven-member group rented a van and drove to the Mid-South Coliseum for shootaround. The players were dressed in casual attire.

"Of course we didn't have our equipment," Clark said. "We didn't have our basketball shoes, jocks, t-shirts and of course we had no uniforms. They could only get the seven passengers on the flight and couldn't move the luggage.

"So we went to shootaround in our street clothes. We walk in and it's just the five guys and the two coaches. I remember the athletic director at Memphis State is all wound up. He was like, 'I can't believe this could happen,' and my dad said, 'The fog was terrible in Orlando and they only had seven seats on the one airline. Our other guys will be here probably within the hour.'

"All we did was shoot basically. If some of the guys weren't wearing tennis shoes, I think Memphis gave us some shoes. I know for sure I wore a pair of canvas Chuck Taylors. The kids wear them now to be cool. They were white. I don't remember wearing Memphis practice gear, I think we just shot in whatever we were wearing."

Shootaround ended at around 3 p.m. Tip-off was now four hours away.

Memphis vs. "State"

Bad news greeted the team when they arrived at their hotel to check-in.

"My dad got a call from the AD who said the fog never lifted," Clark said. "The other seven guys aren't coming."

Torchy Clark immediately got on the phone with the Memphis coach and athletic director. He originally thought they could perhaps reschedule the game for the following day.

"The Memphis State AD was like, 'Hey, we've got 10,000 people coming to this game. We can't cancel.' My dad said, 'We don't have any equipment. We don't have uniforms, towels, shoes, jocks, socks or anything else. What the heck are we going to do?'"

Memphis said they'd take care of all their equipment needs. Torchy Clark, conferring with UCF AD Jack O'Leary, reluctantly agreed to play the game as scheduled.

"We all realized we'd only have five guys, my dad and the assistant coach," Clark said. "We'd have no subs. My dad talked to our AD who said, 'Torchy, you're just going to have to wing it.'"

In what's probably one of the only instances in modern college basketball history, UCF played the game wearing the opposing team's uniforms.

"Memphis wore their white home jerseys and we wore their road," Clark said. "They just said State on them in script, not Memphis. Each of us could pick whatever number we wanted. They were dark blue and they had a little red tint in them. So we're sitting there putting on the Memphis State uniforms, laughing and shaking our heads."

A Memphis equipment manager passed out new pairs of white, high-top Converse 'Chuck Taylor All Stars.'

"He'd call out to each of us, 'What size are you?' I was a 12, I think Calvin (Lingelbach) was a 12 and a half," Clark said. "It wasn't a problem at Memphis because I'm sure they had an equipment room about the size of a football field.

"We wore Adidas back then. I usually wore a low-cut and had my ankles taped. These were Chuck Taylors out of the box and it's totally different than these shoes today. Back then you had to break in the shoes and wear them for a week just to make them feel good. I think I had three or four blisters after the game."

Fully dressed and ready to play, the team ran on to the court for the pregame.

"I think it was a big surprise to the fans when we walked out looking like the Memphis Tigers," Prather said. "That was a big joke in the coliseum."

Added Clark: "I kind of felt like, maybe a little embarassed almost. It was a feeling like we didn't have enough money for uniforms, so we came out kind of humble. I'm sure the fans were thinking, 'This is going to be like a 110-60 game.' The fans knew we were Division II."

Clark laughed when he recalled their warm-up routine.

"It was even strange for the layup lines," Clark said. "You had two guys on one side and three on the other."

The Game

The high-flying Memphis State Tigers held every advantage imaginable over the short-handed, Division II FTU Knights.

Physically, they were outclassed. UCF, whose tallest player was 6-foot-4, could hardly match up with Memphis' strong front court trio of James Bradley (6-8), John Gunn (6-9) and John Washington (6-11).

"The size of those guys, that's what sticks out," Prather said. "We didn't have the taller players in that point in time. You see the differences of the different levels, from a Division II to a Division I school, and that's exactly what it was."

Despite the limited roster, UCF did their best to make a game of it.

"We kind of pulled the ball out," Clark said. "This was before the shot clock and three-point shot. We wanted to spread out Memphis State and try to beat them off the dribble. We ran an offense my dad called 'Triangles.' It's totally different than Phil Jackson's 'Triangle.' It's almost like a Princeton set with two guards up in the alley. Basically what we were trying to do is make Memphis come out and play us. We played a two-three zone (defense)."

UCF kept it close throughout the first half and trailed at halftime by just six points, 38-32.

"I think Memphis State was definitely shocked," Prather said. "The coach probably kicked their behinds at halftime and told them they had to play better. We totally shocked them in the first half. They didn't expect our speed or our shooting. Bo was really lighting it up."

Then something happened Clark said he'd never forget.

"When we ran out for the second half, this was before Memphis came out, the fans cheered for us," Clark said. "I'm not talking about an eight-minute standing ovation, but a lot of the people were clapping out of respect to say, "Hey, I give this team credit. This team is better than what we thought.' I thought that was great."

The Knights couldn't keep up in the second half.

"We really started to fatigue," Clark said. "I remember the last eight to 10 minutes I was just so totally exhausted. We had played so hard and even played the night before. And this was with just five guys."

The final score was 84-53 in favor of Memphis. Bo Clark led UCF with 21 points. The Tigers were led by James Bradley who scored 18 points and John Gunn chipped in a double-double with 15 points and 10 rebounds. Sadly, Gunn passed away three weeks later after contracting a rare skin condition called Stevens-Johnson syndrome.

"John Gunn was going to be their Mr. All-American," Prather said. "He was the big star back then for Memphis State. I banged against him quite a few times."

Luckily for UCF, they didn't have anyone foul out.

"You had to be careful with your fouls because there weren't any bench options," Clark said.

Prather said that he probably never played in front of more fans. The box score lists a game attendance of 10,815.

"It doesn't matter who they play, Memphis has always supported their basketball," Prather said. "The biggest thing in Memphis, Tennessee has always been the Tigers."

Bo Clark fondly recalls a joke told by his father, Torchy Clark, who was always known for his sense of humor.

"One of the greatest lines my dad ever had as when we came out for the second half," Clark said. "He walked by the scorer's table and said, 'Mr. Scorekeeper, I'm starting my same five.' It was typical Torchy Clark. Those guys, there were like six of them, busted out laughing like it was the funniest thing they ever heard."

Clark says he still has a Memphis Commercial Appeal news clipping from the game. A photo featuring his father, Torchy Clark, and assistant Ray Ridenour standing on the sideline was captioned "The Lonely Bench."

UCF finished the 1976-77 season with a 24-4 record and won their second consecutive Sunshine State Conference championship.

"I think the game definitely prepared us for the remainder of the season for sure," Prather said. "It gave us confidence. If you can stick with a team like Memphis, then we can definitely play in our own league."

The following season, UCF advanced to the NCAA Division II Final Four.

Back to 2012

Today, Memphis is still one of college basketball's elite. In all, the Tigers have made 23 trips to the NCAA Tournament including three Final Four appearances in 1973, 1985 and 2008. On top of that, they've been to the NIT 17 times.

Since that 1976 game, nearly everything has changed for UCF.

The Knights moved to Division I in 1984, struggling in the early years as an independent.

Kirk Speraw took over the program in 1993-94 and in his first season led UCF to their first NCAA Tournament as champions of the Atlantic Sun Conference. They returned in 1996 and then again for the back-to-back years of 2004 and 2005.

In 2005-06, UCF joined Conference USA and immediately competed against programs with much more tradition and years of top-level recruiting. In 2007, Speraw earned C-USA Coach of the Year honors as the Knights finished the regular season in second place behind Memphis.

In November of 2007, the Knights left behind their small gym and moved into the new 10,000-seat UCF Arena, which is considered to be the best college basketball facility in Florida.

Earlier this season, UCF's students stormed the court after beating Memphis for the first time.

"I feel like we were one of the founding fathers that put UCF on the map," Prather said. "I feel extremely proud of that."

Now with Donnie Jones at the helm, UCF looks to achieve greater heights as they finish their run in C-USA before joining the BIG EAST two years from now.

In the past two years, Jones' Knights have been in the top 25 and taken down nationally-ranked Florida and Connecticut in addition to many other big wins.

As a school, UCF is now the nation's second largest university with more than 58,000 students enrolled.

"It's really kind of spooky some of the things my dad would predict," Bo Clark said. "He said back in 1975 that UCF, then FTU, is a sleeping giant. I know he's not the only one who's ever said that, but that was back in 1975. He said, 'One day they're going to be as big as Florida and Florida State.' And by golly, UCF is bigger than those schools with the enrollment and so forth. It's kind of interesting when you look back on it."

Jerry Prather has worked in the insurance industry since finishing his All-American career at UCF. He stays active in the game as a high school referee. As one of only four players in history to finish with 1,500 points and 500 rebounds, Prather was inducted into the UCF Hall of Fame in 1999.

Bo Clark, a three-time All-American, led the nation in scoring with 31.6 points per game in 1978-79. He holds the school record for points in a career (2,866) and game (70). He just finished his 26th year as the head coach at Flagler College in St. Augustine. He was inducted into the UCF Hall of Fame in 1998 and a banner honoring his No. 23 jersey currently hangs in the UCF Arena. His son, J.P. Clark, currently serves as UCF's Assistant Director of Basketball Operations.

The father of UCF Basketball, Eugene "Torchy" Clark retired from coaching in 1983 after 14 seasons. His teams went 274-89 (.754) in that span and were ranked in the top 10 nationally for seven consecutive years. In all, Clark's Knights made six NCAA Division II Tournament appearances. Though retired from coaching, Clark stayed on for many years as a faculty member of the UCF College of Education. He passed away in 2009 at the age of 80.

UCFSports.com would like to thank Bo Clark and Jerry Prather for their cooperation with this story. Also, thanks to UCF men's basketball sports information director Doug Richards who assisted with some fact-checking and even pulled an old box score out of the office archives. And a huge thank you to UCF basketball historian and Dribblings author Bill Beekman (aka 'Hoops McKnight' on the message boards) who helped facilitate it all by connecting me with Clark and Prather.