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The guard is changing before our eyes, and the future rests with a group of rising young defenders and a playoff-proven Joe Flacco

IN MAY, John Harbaugh was at the Preakness in Baltimore, working the crowd at a tent party, when he spotted a svelte man wearing a slim-fitting tan suit and dark sunglasses. Harbaugh did a double take. "I was like, Is that ... Ray?" says the Ravens' coach, referring to the longtime general of the Baltimore defense, Ray Lewis. "My jaw kind of dropped. He looked so different—lean, chiseled, ripped. And a huge, bright smile on his face."

In the months following the Ravens' harrowing loss to the Patriots in the AFC title game, Lewis, whose diminished speed and athleticism have made him a liability in pass coverage, committed himself to transforming his body in order to keep up with the league's high-speed offenses. "It's a changing game," says the rejuvenated inside linebacker, who played at 260 pounds last year but reported to camp at under 240. "There ain't no more 250-, 260-pound fullbacks and offenses running the ball 40 times."

The hulking intimidator is gone, and in his place is a linebacker who's "quicker out there, and faster in falling back and making tackles," says Harbaugh. "He's probably healthier than he's ever been. If people want to run the ball at him now because he lost all that weight—well, I look forward to seeing that. It's going to be very interesting to see how he plays."

Lewis's shrinking waistline is just one of the big changes on a defense that's long been the cornerstone of the Ravens' franchise. New defensive coordinator Dean Pees (a former assistant in New England) is taking over for Chuck Pagano, now the Colts' head coach, and longtime linebacker Jarret Johnson has moved to San Diego. Reigning NFL Defensive Player of the Year Terrell Suggs is out indefinitely after tearing his right Achilles tendon in April; even if Suggs makes good on his promise to return before season's end, it's unrealistic to believe that he'll immediately be the player who accounted for 14 of Baltimore's 48 sacks last season.

Rookie linebacker Courtney Upshaw, a second-round draft pick out of Alabama, was home in Eufaula, Ala., when he started receiving tweets about Suggs's injury. "People were coming at me, saying, 'It's time to step up' and 'You got to be ready,'" says Upshaw, one of the young, inexperienced Ravens who will try to make up for Suggs's absence on a unit that last year ranked third in total defense. Starting in Johnson's spot will be unproven third-year linebacker Paul Kruger, while 2010 second-round pick Sergio Kindle, who has appeared in two NFL games and missed all of 2010 with a skull fracture, will also be expected to play a pivotal role.

Upshaw, who grew up in Alabama idolizing Lewis ("I remember fighting with other kids over wearing number 52," he says), is the most important young Raven on the defense. The unit is undergoing a changing of the guard, with Lewis and safety Ed Reed nearing the end of their runs in Baltimore. Upshaw, a 6'2" brute-force pass rusher who spent the summer trying to get down to his goal of 270 pounds, is the kind of versatile talent who can blossom into a star in the Ravens' Operation Chaos hybrid defense, which switches between 3--4 and 4--3 looks.

The buzz in camp has centered on the maturation of quarterback Joe Flacco under new QB coach Jim Caldwell. Flacco should be more relaxed and confident after last year's AFC title game, in which he engineered a brilliant 65-yard drive—only to have a potential game-winning TD pass dropped and the game-tying field goal missed—and appeared to prove he's good enough to take the Ravens to the Super Bowl. This year Flacco will have more weapons at his disposal, with free-agent signee Jacoby Jones and sixth-round pick Tommy Streeter adding speed at receiver behind Anquan Boldin and emerging star Torrey Smith.

In the end these Ravens are still built around defense, and this year it will be fresh faces as well as old war horses who will determine the fate of a team that's been knocking on the door of its first Super Bowl appearance since 2001. The defense in Baltimore may be leaner, but for the Ravens to take the next step, it'll need to be just as mean.

Projected Lineup




(N) New acquisition

(R) Rookie—College stats

TTD Total touchdowns


SACKS Sacks allowed

HOLD Holding penalties

FALSE False starts


2011 Record: 12--4


10 Cincinnati (Mon)

16 at Philadelphia

23 New England

27 Cleveland (Thu)


7 at Kansas City

14 Dallas

21 at Houston

28 BYE


4 at Cleveland

11 Oakland

18 at Pittsburgh

25 at San Diego


2 Pittsburgh

9 at Washington

16 Denver

23 New York Giants

30 at Cincinnati


Torrey Smith

Wide receiver

He snagged a last-minute game-winner against the archrival Steelers in Pittsburgh in Week 9, caught a touchdown pass from Joe Flacco in the third quarter of the AFC Championship Game at New England to give Baltimore the lead and threaten the favored Patriots, and set a Ravens rookie record with seven touchdowns for the season. But Smith, a second-round pick out of Maryland in 2011, wasn't satisfied with his debut in the NFL. "Looking back and seeing all the plays I left on the field, it could have been a monster season for me," says Smith, whose 16.8 yards per catch were second-best among all rookies with at least 50 receptions. "I have high standards for myself."

As he should. Anquan Boldin is the team's No. 1 receiver, but the 6-foot, 205-pound Smith is Baltimore's most explosive wideout and will play a more prominent role in the offense this year, as the Ravens look to open up the playbook and incorporate more no-huddle. "His route running, his hands, his understanding of the blitz package—he's improved all that," says coach John Harbaugh. "He's on his way to being a great player. And we're going to need him to be."



Run percentage in home games for the Ravens, compared with 37% on the road. Baltimore averaged 1.4 fewer yards per carry at home (3.6) than away.


Offensive snaps in three-wide sets on which the Ravens ran the ball in 2011, fewer than any team in the league but the Titans.


Percentage of his pass rushes in which defensive end Pernell McPhee had a sack, hit or hurry, tops for any tackle or 3--4 end with at least 200 pass rushes.



Lewis, entering his 17th season in Baltimore, dropped 20 pounds to keep pace with the evolving game.