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Pedigreed and powerful, linebacker Clay Matthews III has become the linchpin of Green Bay's complex, quarterback-rattling defense. Hear that, Matt Ryan?

Clay Matthews III and Winston Justice were teammates at USC during the days when celebrities flocked to Trojans practices to mingle with the big men on campus—Will Ferrell pulling pranks on players, Snoop running routes for Matt Leinart. Meanwhile, Justice would pancake his teammates from the defensive line, and Matthews would ... remain invisible. "I was the young guy on scout team," says Matthews, a redshirt freshman for USC's star-studded 2004 national champions. "I didn't have a lot of friends."

Justice, a behemoth offensive tackle, was drafted in 2006 by Philadelphia, where on a frigid Sunday at Lincoln Financial Field he lined up against Matthews, now a second-year Packers linebacker and all grown up. Matthews launched himself into his old teammate from the opening series, clubbing Justice with his forearms, shoving him in the chest, dipping to the inside and bursting outside. On one third-quarter play the 6'3", 255-pound Matthews sped past the 6' 6", 320-pound Justice so quickly that the lineman could only turn and yank him down by the neck. In all, Matthews sacked Michael Vick once, harassed him constantly and, after chasing him down on the sideline, talked trash to Vick in tones that next week's opponent, the Atlanta Falcons, must heed. "I was letting him know I was coming after him all game," Matthews said.

If Aaron Rodgers is the humming engine of Green Bay's offense, Matthews is the manic machinery behind coordinator Dom Capers's defensive scheme, a complex system that carried the sixth-seeded Packers to a 21--16 win over the Eagles and just might carry them to the Super Bowl. Though Capers runs a 3--4 base similar to the one he installed as the defensive coordinator in Pittsburgh in 1992, there is nothing basic about his schemes and the havoc they cause. Players pressure from all angles, drop into coverage from any position and stunt from one side of the line to the other. It is beautiful to watch and fun to play in but difficult to master. "I've always been intrigued by the 3--4, but it's a process you go through," says Capers, who swapped out the Packers' 4--3 when he was hired in 2009. "You have to have enough flexibility to see who your better players are and then build your scheme around the players you have."

Last season the defense didn't always grasp Capers's methods. Two months after a wrenching 51--45 wild-card defeat in Arizona, he met with his players to begin anew. Capers started the first of four installations of his 3--4 scheme, focusing on communication, red zone defense and what he calls adversity situations, such as facing a short field. He also met with Matthews, who'd spent his rookie year rushing almost exclusively from the right side. "I remember telling him, 'Trust me, we'd like to move you around to the left, right or inside,' " Capers says. "At first I could tell by his look—'I feel comfortable on this side'—but he's bright, instinctive and can see the big picture."

Says Matthews, "Being asked to do a multitude of things is difficult, but it's something I strive to do, whether it's rush, drop into coverage, play the run. That's what makes the 3--4 outside linebacker within this defense, and makes it work. I'll rush from the middle, left, right—just tell me what to do."

Like Matthews, who was fourth in the league with 13½ sacks, the entire Packers defense has looked different this year. But the real proof would come in the postseason, amid all of Capers's adversity situations. Green Bay faced a perilous one late in the fourth quarter on Sunday, as Vick seemed poised to lead yet another last-minute comeback. Trailing by five points with 1:45 left, he hit wideout DeSean Jackson for 28 yards to the Packers' 38, then found receiver Riley Cooper for 11 more yards. During the week's practice Capers had implored his defensive backs to keep the Eagles' receivers from getting deep (a mantra that will bear repeating against the Falcons). The Packers had noticed a tendency among Philly wideouts to run slowly off the line of scrimmage, trying to lull defenders, and then dash down field. It's an old trick, one used expertly by the speedy Eagles. "Watching these guys on film, they do a lot of that," veteran cornerback Charles Woodson said. "On their deep routes they come off lackadaisical, then try to take off."

On first and 10 from the Packers' 27 with 44 seconds left, Cooper jogged off the line in front of cornerback Tramon Williams, who kept his feet moving and was ready for Cooper's acceleration into the end zone. When Vick fired, Williams was in position for the game-ending interception. Said Woodson, "Tried to put Tramon to sleep. Obviously, Tramon woke up pretty early."

Such preparation was just one wrinkle in a Packers game plan full of them. Capers, who a year ago deployed Matthews on the right against Arizona, stationed him mostly on the left, and Justice struggled so badly that he was benched late in the third quarter. "We've bought into DC," Matthews says of Capers, "and everything he's preaching."

Capers is an admirer of Matthews's lineage. When Capers got his first NFL job, as the Saints' secondary coach in 1986, Clay Jr. was a Pro Bowl linebacker for the Cleveland Browns and his brother, Bruce Matthews, was in the midst of a Hall of Fame career as an Oilers and Titans offensive lineman. "When we met with [Clay III] at the scouting combine, you could tell he was on a mission to prove he belonged in this league. At USC he was a walk-on and didn't start until a handful of games in his senior year, but you know the pedigree. You know that a son watches his dad. That's the best role model you've got." Adds safety Nick Collins, "It's in his genes. His little brother [Casey, a senior linebacker at Oregon] is playing for the national championship. I wish I had the same résumé as those guys."

As the Eagles learned—and the Falcons know—keeping running backs and tight ends in to help block Matthews comes with the cost of freeing up other defenders. On the first play of Sunday's game, Packers linebacker Desmond Bishop shot through the line and sacked Vick for a nine-yard loss. After the game he gave a nod to the teammate responsible for most of the defensive disruption.

"He's the NFL MVP in my book, hands down," Bishop said. "Tackles, interceptions, sacks, and teams have to account for him by putting two guys on him. That means a lot."

Bishop was standing directly across from Matthews's locker as he spoke. Matthews was pulling a black T-shirt over his flowing locks, with two words artfully silk-screened on the front: SPEED KILLS.



PROFESSOR LONGHAIR Freed to move around in Capers's blitz-heavy 3--4, Matthews had 13½ sacks in the regular season and another against Vick.



ROAMING CHARGE Matthews embraces his diverse duties in Green Bay's system: "Rush, drop into coverage, play the run. Just tell me what to do."