Few players in the SEC were as important to their teams as former Kentucky middle linebacker Avery Williamson was to the Wildcats during his college career.

Williamson was the team’s starting middle linebacker each of the last two seasons, and acted as the heart and soul of the defense during that time. His 135 tackles as a junior in 2012 were second in the SEC, and his 102 tackles in 2013 helped earn him second-team All-SEC honors on his way to the NFL Draft.

Kentucky coach Mark Stoops didn’t sugar-coat the impact of Williamson’s departure when he was asked about his linebackers at SEC Media Days, saying Williamson’s replacement “has some big shoes to fill” at middle linebacker.

But Williamson was once the man filling the big, empty shoes himself.

He spent his first two years at Kentucky (2010-11) backing up former Wildcat linebacker Danny Trevathan, now with the Denver Broncos. Trevathan led the SEC in tackles both seasons, recording 144 in 2010 on his way to first-team All-SEC honors and 143 tackles in 2011.

When Trevathan graduated and it was Williamson’s turn to step into the starting lineup, he was prepared for the opportunity. But now that Williamson is a Kentucky grad himself, the middle linebacker duties are someone else’s opportunity for the taking.

“We need to improve at linebacker. We’re not as deep as we need to be,” Stoops said at Media Days. “We’re a work in progress there.”

Kentucky likes to run a 4-2-5 base defense, electing to keep a fifth defensive back on the field rather than a third linebacker (Cats fans may know this DB/LB hybrid position as the “Winston Guy position”). UK may have lost Williamson from last season, but it will bring back its other starting linebacker in junior Khalid Henderson.

Henderson is a former four-star recruit from the class of 2012 and was a first-year starter as a sophomore in 2013, recording 51 tackles, one sack and two forced fumbles on the year. Although he does not play Williamson’s middle linebacker spot, he will be expected to pick up a lot of Williamson’s former leadership responsibilities both on and off the field.

Stoops mentioned redshirt junior Josh Forrest and senior TraVaughn Paschal as possible candidates to fill Williamson’s position opposite Henderson.

Paschal moved from defensive end to linebacker in 2013, and proved to be one of the team’s most consistent tacklers with 39 tackles in just nine games. He showed flashes of excellence throughout the season, including a five-tackle performance against eventual SEC East champion Missouri with three tackles for loss.

Forrest is a junior who, like Paschal, also began his Kentucky career at a different position before Stoops’ arrival in December 2012 (Forrest is a former wide receiver who also spent time at the “Winston Guy position” during his time at UK). He emerged as a linebacker last season and impressed UK’s coaches with 16 tackles, an interception (followed by a 39-yard return) and two blocked kicks.

Forrest got the nod as the team’s starting middle linebacker opposite Henderson on Stoops’ initial depth chart of the summer, but he and Paschal remain in competition in training camp to win the starting job by Week 1.

Although Stoops said at Media Days he is aiming to build depth at linebacker, the success of the defense could depend on whether Henderson, Paschal or Forrest can become a tackling machine reminiscent of Trevathan and Williamson in years past.

Kentucky’s former star linebackers may have left some big shoes to fill, but these three upperclassmen may be the men to fill them.