"I am very impressed with how they are playing defense. The fact they put as much pressure on (Florida quarterback Tim) Tebow, something we couldn't do, and sacked him on numerous occasions and intercepted him twice for touchdowns was impressive. Their defense was exceptional," Brooks said.
"Offensively, they were not as productive like most people aren't against Florida's defense, but they moved the ball. They have had some outstanding offensive games. They moved the ball well against LSU and should have won. This is a very good team."
The Kentucky players still remember the 31-14 loss to Mississippi State here two years ago. But they paid even more attention to what the Bulldogs did against Florida last week.
"I watched that film, and they look like a great team to me," Kentucky senior offensive guard Christian Johnson said. "They have a huge, fast defensive line. This is not going to be an easy game. We've got to play very well if we hope to win.
"Two years ago they came in here and we thought it would be a walk over. They came in and kicked our butts and physically beat us up all over the field like no other team has really done physically. This is one of those games we have to win if we don't want our record to be similar to a lot of teams in the SEC. This is a must-win game for us."
UK's run defense
Mississippi State has a potent running game led by Anthony Dixon, who is averaging 5.0 yards per attempt and has 749 yards and seven scores. Overall, Mississippi State averages 4.5 yards per carry.
Quarterback Tyson Lee is 102 of 172 passing for 1,126 yards and three scores. He averages 141 yards passing per game.
Brooks hopes his run defense is able to negate Mississippi State's strength much like the Cats did in their win at Auburn.
"I think we had one really bad game against Florida. Alabama's Mark Ingram did some damage but other than a couple of plays we did a good job on him. I think our rush defense is a lot better statistically than it looks like," Brooks said.
"It will be a big challenge against Mississippi State, and the big question is whether we have Micah (Johnson) in the middle or not and that will impact how we do. Ronnie Sneed has done good things and has a pretty good future and this will be the time to find out what he can do."
Kentucky is allowing 174 yards per game rushing, but Florida had 362 yards. However, Johnson, UK's leading tackler, is still being listed as doubtful because of a knee injury suffered last week that put Sneed, a sophomore with limited experience, into the lineup.
"We are facing a big, physical running back and he is a big, physical linebacker," Brooks said about Johnson. "It certainly doesn't help not having him.
"My mindset is I don't know about him. I am hopeful, but I am not counting on him. It won't bother him much going straight ahead, but planting, cutting and changing directions is where he could have his problems."
If Johnson can't play, defensive tackle Corey Peters is confident Sneed will be fine.
"He played pretty well last week and he's had all week to get ready. He will do fine. He's going to be a really good player and this just gives him a chance to show it," Peters said.
"Sneed is a pretty good athlete. We do not have many linebackers as big as Micah," Brooks said. "Sneed has been in the system and will do a good job on the reads and understanding what we are trying to do. But he doesn't bring the same physical presence as Micah."
Mississippi State at Kentucky
7 p.m. Saturday, Lexington
â? RADIO/WEBCAST: WRNZ-FM (105.1) and www.ukathletics.com
â? TELEVISION: Fox Sports Net
Bulldogs: 5-2 (2-2 SEC)
Wildcats: 4-3 (1-3 SEC)
â? LAST MEETING (11-18-06): Kentucky 42-40
â? FAST FACT: Kentucky's average of 186.3 rushing yards per game is its best since 1995 (196 ypg).