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Standing at a restaurant on the shores of Lake Como, addressing
his team and seven dozen fans on the first night of an 11-day,
five-game tour of Italy in early August, Kentucky coach Rick
Pitino made an amazing statement: "Winning and losing won't
matter." True, the games were only exhibitions, and they were
against older, more experienced opponents. True, too, Pitino's
incoming players, including national high school player of the
year Ron Mercer and heralded transfer Derek Anderson, hadn't
made the trip. And true, the Wildcats were half a world away and
half a year removed from Arkansas and its 40 minutes of hell,
from UCLA and Ed O'Bannon, and from North Carolina and its
NBA-bound sophomores who had ended the Wildcats' 1994-95 season.

But the words sounded blasphemous just the same. Winning and
losing won't matter. As Pitino spoke, two Kentucky players
outside of their coach's line of vision looked at each other and
grinned. They knew that once Pitino was crouched on the
sideline, hardwood beneath his feet, he would see things
differently. "Rick can't turn off his competitiveness," says
Pitino's top assistant coach, Jim O'Brien. "As soon as the ball
went up, we knew that would go out the window."

The ball went up, and the Wildcats were victorious in their
first three games. But in their fourth, against Montecatini, an
Italian pro team, Kentucky fell behind in the second half as
32-year-old forward Mario Boni cruised toward a game-high 35
points, which included 18 free throws out of 20 attempts. With
Montecatini leading the Cats 94-77, Boni drove the lane and
barreled into junior guard Jeff Sheppard, who was called for the
obligatory home-country blocking foul--as opposed to the charge
he might have drawn at Rupp Arena.

Pitino was livid. Face aflame, he berated the official. He
already had one technical and had railed at the referee three
times in English without drawing further punishment. But when he
uttered a few words in Italian, he was promptly ejected. After a
momentary run Kentucky lost its only game of the tour, 123-115.

"Anytime we lose, Coach is going to be upset," says senior
Walter McCarty. A few days after the game, Pitino said, "I was
only trying to get the team fired up a bit." Before the next
game, against Siena, Pitino pulled the officials aside and said
through a translator, "There are no Larry Birds out there.
Nobody should be getting all the calls." Winning, it turned out,
did matter to Pitino.

Winning always matters in Kentucky. Fortunately for Pitino,
there should be quite a bit of it in Lexington this season.
Seven of the top eight scorers and the top four rebounders are
back. Nine players altogether return from last year's 28-5 team,
which won the SEC regular-season championship but lost 74-61 to
North Carolina in the Southeast Regional final. The loss to the
Tar Heels was something of an aberration: Kentucky had its worst
shooting performance of the season (28% from the field, 19.4%
from three-point range). "We had a breakdown," says senior
center Mark Pope, who couldn't bring himself to even watch the
Final Four on TV. "Everyone is still upset about that game."

In the North Carolina disaster, guard Tony Delk led all scorers,
with 19 points. This season, as a senior, he will again be the
Cats' key player, only this time as the point guard instead of
as the shooting guard. Delk, a prolific scorer who averaged 16.7
points last year, has tried the point before, with minimal
success. "He has to start thinking like a quarterback," says
O'Brien. "Instead of just worrying about how to get his own
shots, he now has to think about how to get everybody else
shots." If Delk doesn't succeed at the point, there are a number
of guys who could push him back to shooting guard: In addition
to Sheppard, there's Anthony Epps, a 6'2" junior, and 6'2"
freshman Wayne Turner from Chestnut Hills, Mass.

Although forward Rodrick Rhodes transferred to Southern Cal,
Kentucky may be even stronger across the front line than it was
last season. The 6'10" McCarty, who averaged 10.5 points and 5.6
boards per game, has added a few pounds to his pencil-thin frame
and can score both in the paint and from behind the arc (where
he shot 36.4% last season).

McCarty can play forward or center, and when he isn't lining up
at the latter, Pope, a solid rebounder (6.3 per game), probably
will be. Their backups will be freshmen Oliver Simmons and Nazr
Mohammed, who may both start the season on Pitino's newly
created jayvee team. Mohammed, a 6'10" center, averaged 20
points and 15 rebounds last year at Kenwood High in Chicago.
"He's not struggling, but he's not used to working this hard,"
says McCarty, who practiced with Mohammed this fall. The
practice is paying off, though: Mohammed is down to 250 pounds,
having dropped 30 pounds in the last few months.

Sophomore Antoine Walker, a 6'8" forward, should move into a
starting spot. In the SEC championship game against Arkansas
last season, he came off the bench and scored a season-high 23
points, five in OT, and became the first freshman to be named
tournament MVP. This summer Walker distinguished himself at the
U.S. Olympic Festival, averaging 20.5 points and 7.3 rebounds,
and making 13 steals in four games. "Antoine has the ability to
dominate the low post," says O'Brien. "He's really made
tremendous strides since the beginning of last year in his
ability to play around the basket."

At guard, Anderson will finally get to play for the team he
scored 23 points against in the 1993 Maui Classic (the Wildcats
won 100-88). A transfer from Ohio State, Anderson made the Big
Ten's all-freshman team in 1992-93, despite missing the first
six games of the season with a fractured right hand; still, he
led the Buckeyes with 43 steals. Amid turmoil at Ohio State
(four players left after the 1993-94 season, and the NCAA put
the program on one-year probation), Anderson, a Louisville
native, transferred after his sophomore season, in which he
averaged 15.0 points per game.

A brutal nonconference schedule--the Wildcats' first three games
are against Maryland, Massachusetts and Indiana--will test
Kentucky early. "The offense will be there. We have the
personnel," says O'Brien. "We just have to play
championship-caliber basketball from Day One."

--Ashley McGeachy

COLOR PHOTO: JOHN BIEVER Part of Pope's job at center will be to clean the boards--and wipe out bad memories. [Mark Pope rebounding basketball]


Coach: Rick Pitino
Career record: 283-117 (13 seasons)
Record at Kentucky: 150-43 (6 seasons)
1994-95 record: 28-5 (final ranking: fifth)
SEC record: 14-2 (first in the Eastern Division)


SF Ron Mercer, 6'7", Fr.
National high school player of the year

PF Antoine Walker, 6'8", soph.
Team's top scorer in SEC semis and final

C *Walter McCarty, 6'10", sr.
Should better 10.5 ppg and 5.6 rpg of last year

SG Derek Anderson, 6'5", Jr.
Hotshot transfer from Ohio State

PG *Tony Delk, 6'1", Sr.
Led Cats in scoring (16.7) and steals (1.6)

*returning starter


Nov. 24 vs. Maryland
Tip-Off Classic tips off season

Nov. 28 vs. UMass
3-0 alltime against Minutemen

Dec. 2 at Indiana
Everyone dreads visiting Assembly Hall

Dec. 23 vs. Louisville
More than commonwealth title at stake

Feb. 11 vs. Arkansas
Nolan Richardson's kids will then be seasoned vets


Last spring Ron Mercer was at the top of most coaches' wish
lists. A 6'7" forward from Nashville, Mercer won the Naismith
Male Prep Player of the Year award after averaging 26.3 points,
6.8 rebounds and 5.1 assists per game at Oak Hill Academy in
Mouth of Wilson, Va. "I've never, ever seen such interest in a
recruit in my life," says Kentucky coach Rick Pitino. "Nothing
close to it."

How good is Mercer? Says Pitino, "He's explosive going to the
hole. He's an outstanding ball handler. He's unselfish. He's
very quick. He has all the skills." Mercer is so good, in fact,
that his arrival may have been what encouraged last year's
starting small forward, Rodrick Rhodes, to transfer to USC. Four
years ago, Rhodes was one of the nation's most hotly recruited