Coming off last season's dismal 3-9 record, coach Rich Rodriguez and the Michigan Wolverines will need to fill many key roster spots left vacant by departing players and the urgent need to improve.
Gone are transfers QB Steven Threet and RB Sam McGuffie. Gone also are graduates and NFL hopefuls that include DE Tim Jamison, DTs Terrance Taylor and Will Johnson, safeties Brandon Harrison and Charles Stewart, CB Morgan Trent, LB John Thompson and kicker K.C. Lopata.
The defensive line, in particular, was ravaged by graduation and will need rebuilding under incoming defensive coordinator Greg Robinson.
Luckily Michigan landed one of the top recruiting classes in the nation, ranked No. 7 by rivals.com.
Finally, a Spread Offense QB Arrives
Clearly, the most desperate need is at QB, where last year's starter Steven Threet transferred and junior Nick Sheridan is the only player with any college experience under center.
Neither fit Rich Rod's spread offense and between them they threw more INTs than TDs. They also completed less than 50 percent of their passes.
The consensus is that the job is highly touted freshman Tate Forcier's to lose.
Speedy freshman Denard Robinson is stronger as a runner than a passer and will also get a look and possibly some significant playing time, especially if Forcier falters or is injured.
Those two freshmen should get the lion's share of play calling, but Sheridan may see some action if injuries or inexperience are a problem.
RB Carlos Brown could also get some direct snaps, although that didn't work very well last season.
Doing the O Line Shuffle
The young offensive line was shuffled a lot last year and there could be more changes ahead.
Junior tackles Perry Dorrestein and Steve Schilling will compete for jobs with senior Mark Ortmann and redshirt freshman Patrick Omameh. Incoming freshman Taylor Lewan is also highly regarded.
Schilling could be moved to guard, where he might share time with junior John Ferrara and senior David Moosman.
Redshirt freshman Ricky Barnum and senior Tim McAvoy will also be fighting for starting roles.
Sophomore center David Molk will get competition from redshirt freshman Rocko Khoury.
A Solid Corps of RBs and Wide Receivers
Michigan remains strong at running back despite the loss of McGuffie.
Senior Brandon Minor returns and will share carries with sophomore Michael Shaw and seniors Carlos Brown and Kevin Grady.
Incoming freshmen Vincent Smith, Fitzgerald Toussaint and Teric Jones could also enter the mix.
All their top receivers return, including senior Greg Mathews; sophomores Martavious Odoms, Junior Hemingway and Darryl Stonum; junior Toney Clemons; redshirt freshman Terrence Robinson and converted QB Justin Feagin.
With all that depth at receiver, incoming freshmen Jeremy Gallon and Je'Ron Stokes will have to fight for playing time.
U-M's Defensive Line Needs Rebuilding
Five-star recruit Will Campbell from Detroit has the talent to be a starter at DT and should compete with junior Renaldo Sagesse for the job.
At the other DT, sophomore Mike Martin earned Sporting News' second-team All-Freshman honors, but last season he had the luxury of playing opposite Terrance Taylor, who received most of the attention from opponents' offensive lines.
Depth at DT is very thin with the loss of Taylor and Johnson and two late recruiting decommitments.
At DE, senior Brandon Graham was second team All-Big Ten and won the team's Bo Schembechler MVP Award.
In the mix for the other starting DE job are sophomore Ryan Van Bergen, senior Adam Patterson and junior Greg Banks. Incoming freshmen Craig Roh and Anthony LaLota will also battle for time on the field.
At LB, juniors Obi Ezeh and Jonas Mouton are mainstays. Ezeh was voted U-M's top linebacker and received honorable mention All-Big Ten honors, and Mouton was the team's second-leading tackler.
At strong side LB, junior Marell Evans will battle with several talented freshmen and redshirt freshmen, including sophomore J.B. Fitzgerald and early enrollee Brandin Hawthorn.
The Secondary Needs to Improve
Michigan's secondary was notoriously porous last season. Six players rotated among the four CB and safety slots and they never found a consistent fit.
At CB, junior Donovan Warren and sophomore Boubacar Cissoko should be solid starters this year, backed by junior Troy Woolfolk and redshirt freshman J.T. Floyd.
At safety, there could be a lot of flux.
Senior free safety Steve Brown can be maddeningly inconsistent, making brilliant INTs one minute and giving up huge gains the next. If he continues to give up big plays, Floyd could take over as the starter.
Strong safety looks to be up for grabs between redshirt freshman Brandon Smith, sophomore Mike Williams and freshman Mike Jones, another early enrollee.
Freshman J.T. Turner could see time at both the CB and safety positions.
At kicker, junior Bryan Wright will compete with incoming freshman Brendan Gibbons. The key will be to see how well Florida native Gibbons kicks in cold weather.
Michigan was hurt by the recommitment of kicker Anthony Fera, who chose to attend Penn State instead.
Coach Rod has said that he likes competition to make the team better.