Joe Gillespie wanted to go to the locker room and regroup. But Tommy Dunn wanted to score.

So the offense - coached by Dunn - attempted three passes as the defense - coached by Gillespie - tried to catch its breath on the sideline. All three fell incomplete.

Gillespie told Dunn, "We won't stop 'em."

And sure enough, the beleaguered Stephenville defense surrendered yet another score.

Dunn and Gillespie coached a freshman 'B' team together in 1995 as both earned their stripes under current Baylor head coach Art Briles.

"I remember we only ran about 15 seconds off the clock," said Dunn as he enjoyed recalling the story. "That's just where he and I are different. He's more of a defensive guy and I have more of an offensive mentality."

Seventeen years later, the longtime friends will meet again on the gridiron, this time as opposing head coaches. This time, with the District 7-3A championship possibly on the line even though it's just the opening game of league play for both teams.

Dunn, the head coach at undefeated Glen Rose (6-0), returns to Stephenville, where he served under Briles, Mike Copeland and Chad Morris until becoming offensive coordinator at Glen Rose in 2006, to face the No. 3 Yellow Jackets (5-1) at 7:30 p.m. Friday at Tarleton Memorial Stadium.

"I've known Joseph since he was just a kid. We go way back; he probably doesn't remember it as well as I do," said Dunn, who played football for Gillespie's father, Joseph, Sr., at Tarleton State University. "He was just a child when I played for his dad, and he was a senior in high school when I was coaching junior high (at Stephenville)."

Gillespie played football at Angelo State, coached junior high at Kennedale for a brief period then joined the staff at Stephenville in 1995.

"If you haven't noticed, Joe can be a pretty intense guy sometimes," Dunn said, again with a laugh. "He gets so into games that he gets tunnel vision and it's hard just to talk to him at times.

"In that same game, he was really ripping into the defense at halftime, and I was waiting for my turn so I could get on the offense," Dunn added. "But he ripped them so good that when he finally let me talk I just said, 'We'll be alright guys.' There really wasn't anything else to say. Joe had said it all."

Dunn and other members of Stephenville's staff had already won two state titles together before Gillespie was on board for the school's third championship game appearance in 1998.

"He joined our staff in 1995 right after we won (state titles) in 1993 and '94, then we had a three-year period there where we didn't make it back," Dunn recalled. "In 1998 we were playing La Marque at Texas Stadium, and we were in pretty good control of the game going into halftime. Like we always do, the offensive coaches were having a quiet little meeting with Coach Briles, and he was telling us everything was going pretty well.

"All of a sudden, about five minutes into halftime, somebody comes into the locker room and is just screaming and yelling at the players, and we're all thinking, 'What's going on?' We look, and it's Gillespie out there. He was just excited because we were doing so well and he hadn't been there before. We all just kind of looked at each other and shook our heads."

A decade of coaching brought the men and their families close.

"I knew Tommy well before coaching with him. He's so old he coached me," said a chuckling Gillespie. "When I came back here, he and I coached sub-varsity together. He's a good mentor for me. I'm an excitable person who plays off a lot of emotion, and Tommy's pretty even keel.

"Over the years we grew to have a personal relationship outside football," Gillespie continued. "Our families are very close, our wives are very close, I've coached his kids in some form or fashion, and he's seen all our kids be born. We have a close, tight relationship. It's a lot greater than football."

Dunn feels the same about Gillespie.

"We had good times coaching together and he turned into a very good, trusted friend of mine; and that goes for our families, too. We've gone to church together," Dunn said. "I can talk to him and he can talk to me about a lot of different things."

When Morris left Stephenville for the college game in 2008, he set off a series of events that would end with Dunn leading the Tigers and Gillespie heading up the Yellow Jackets.

Erik Slaughter, then head coach at Glen Rose, was on tap to leave for Stephenville, and when Gillespie got the job instead, Slaughter left for an assistant's position Texas A&M University-Commerce and Dunn was promoted days later.

"I know that was a difficult time for him; a lot of people maybe didn't think he was the right person for the job when Coach Morris left," Dunn said. "I'm so proud of him because he's proven he can handle that job and the program is just as successful as ever. They've consistently been four rounds deep in the playoffs, and now here they are in 3A.

"It's tough to build a program, but it's also very tough to maintain a good program and improve on it," Dunn added. "But that's what Joe has done."

Gillespie is quick to compliment Dunn on his progress with the Glen Rose program, as well.

"He's doing a great job over there, obviously. You don't get to be 6-0 by mistake," Gillespie said. "And really, you go back to last year and they have won (12 of their last 14). They have a lot of confidence and belief right now, and that makes them as dangerous as anything."

Both coaches want to win, and both realize the tough challenge ahead to do so. But when the battle ends, both will continue a friendship that began in college for Dunn and spans almost a lifetime for Gillespie.

"It's going to be fun," Gillespie said. "He's got a really good football team going right now, and hopefully they're saying the same thing about us.

"Tommy and I have a great relationship with a lot of respect, and that carries over to our football teams," Gillespie added. "All you have to do is pop in a film and watch a little and it's very obvious how hard their kids play and how well coached they are."

But all the respect in the world doesn't negate either man's passion when it comes to winning.

"He's one of my very best friends," Gillespie said, his face cracking a genuine smile. "And I want to beat his butt on Friday night."

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