Hugh Freeze enters his first spring at Ole Miss with a lot of questions surrounding his new football team.

The same team that won just two games last year, watched its head coach get shown the door and has lost 14 straight SEC games.

Talk about a project.

For starters, Ole Miss is breaking in a totally new spread offense for a team that isn't exactly built for it. Plus there are four scholarship quarterbacks competing this spring and the ones who played last year had a host of issues.

Don't be surprised if junior college transfer Bo Wallace turns some heads this spring at QB because he's more familiar with Freeze's offense. He spent 2010 with Freeze at Arkansas State before going the JUCO route. While he had a record-setting season at East Mississippi Community College in 2011, Wallace has zero experience at this level. He redshirted in 2010, so he has yet to take a snap at the FBS level.

The defense will also see quite a few changes, as defensive coordinator Dave Wommack has said he plans to move the Rebels all around the field. Ole Miss ran a 4-2-5 defense last year under Tyrone Nix, but will come out in multiple sets this time around. It's going to take some time for players to adjust. It also means the Rebels might have to rely more on its secondary again. The good thing for Ole Miss is that just about everyone from the secondary is back, including standouts Charles Sawyer and Wesley Pendleton.

Sawyer might have been Ole Miss' best defensive player last year, while Pendleton has a chance to be a very solid corner in the SEC next fall. Also, keep an eye on Aaron Garbutt, who transferred from the JUCO ranks last year and was sixth on the team in tackles. Getting more out of them this spring will go a long way to helping this defense adjust.

At linebacker, the Rebels return all four starters, but adjusting to the new defensive formations could be more of a chore for them. But having Mike Marry back will be big for the Rebels this spring, considering D.T. Shackelford won't go through the spring as he recovers from another surgery on his knee. Marry filled in nicely for Shackelford last season, leading the Rebels in tackles as just a sophomore.

Marry will be accompanied by rising sophomores Serderius Bryant and C.J. Johnson. Bryant was the better of the two former freshmen last season and was fourth on the team in tackles. For Johnson, the spring will be crucial for his maturation. He started to come on strong toward the end of the season, but he still needs to make strides in his game before the end of the summer. Johnson could also line up at defense end, a position that must replace former star Kentrell Lockett.

The defense has more positives, but there are still questions surrounding where guys will lineup and how they'll take to all the changes. Plus, this is practically the same group that ranked last in total defense, rushing defense and scoring defense in the SEC last year.

On offense, finding a quarterback is priority No. 1, with improving an offensive line that took more than a few steps back in 2011 as a close second. Two starters are gone from the line and Freeze has said that the linemen he has weren't recruited for a "more power-type offense."

Freeze has a lot on his plate, but he knew that coming in. He understands that there were locker room issues in the past and the field issues are well documented. This won't be a quick fix by any means, but this spring will be really interesting for Freeze because even he'll have a lot of questions of his own to sort through when the Rebels start digging deep into spring practice.