Green Bay "What was I thinking?" was Clay Matthews' only thought.
His pulse raced. He had no idea what he had gotten himself into. All he knew was that his older brother Kyle had walked on to the football team at the University of Southern California and lived the dream.
"My dream," Clay said.
And now he was the walk-on. At USC. Dad's school. Maybe this wasn't the best idea. He began to formulate a bailout plan.
"I remember calling home, contemplating, do I really want to do this anymore?" Matthews said. "I talked to my dad.
"He said, 'One thing about us - once we decide to do something, we stick with it.' "
Clay Matthews III was embarking on his first journey as his own man, but he was still a Matthews. And it wasn't his superstar father and National Football League family that pushed him back onto that field.
It was something Clay's father told him that his own father had said, a generation earlier: You can do whatever you want, as long as you give it everything you've got.
"My father looks you in the eye and says this with such conviction and believes in this so much," Kyle said. "The younger generation never questions that it is anything other than the truth. That becomes who you are, and all you know."
Every family has its ways. To be a Matthews is to be passionate and supportive and, above all else, absolutely driven to do your best. So driven that it has sent four of its men to the NFL over three generations: Clay Sr., Bruce and Clay Jr., and now Clay Matthews III, the Green Bay Packers outside linebacker who leads the league in sacks.
"It's just what we're good at, really," Clay III said. "Who knows if football didn't work out what we'd do? It just so happens we like ramming our heads into other guys out there."
His great-grandfather, H.L. "Matty" Matthews coached baseball and started the boxing program at The Citadel in the 1920s, where it gained national recognition.
Matty's son, Clay Sr., was a Golden Gloves boxer as well as a football player, wrestler and swimmer at Georgia Tech in the 1940s. He played offensive line for the San Francisco 49ers for four years in the 1950s. He left the NFL to make real money as a businessman. He was president and CEO of Bellin Health in Chicago; the CEO of Pertec, a division of Volkswagen; and the CEO of Wahlco.
Two of Clay Sr.'s sons, Clay Jr. and Bruce, inherited their father's passion for competition and made long NFL careers out of it.
"I was always proud of the fact that my father played in the NFL," Bruce said. "It was never anything that he boasted or bragged about. He always said if you're any good, you don't have to tell anyone."
Clay Jr. was a linebacker who played on USC's national championship team in 1974. He was an All-American in 1977. In the NFL, he was a four-time Pro Bowl linebacker who put in 19 years with the Cleveland Browns and Atlanta Falcons. He is the oldest NFL player to get a sack, at age 40. His last playoff game was at Lambeau Field, Dec. 31, 1995, as he chased an elusive quarterback named Brett Favre.
Clay III was born in 1986 in the middle of his father's playing career. Since the games at Cleveland were outside and cold, he didn't go often. He doesn't have much recollection of his father playing until his later days in Atlanta.
"I was more interested in the pizza and snow cones than actually watching him play," Clay III said. "I wish I would have been a little bit older to appreciate it."
Clay Jr.'s brother, Bruce Matthews, was five years younger and a Pro Bowl offensive lineman for 14 of his 19 NFL seasons with the Houston Oilers and Tennessee Titans. Bruce faced his older brother in 23 NFL games.
"To me those were Super Bowl-type games," Bruce said. "It was a great thrill, playing against my brother."
And this isn't just a family of competitive men. Clay Jr. met wife Leslie his first day at USC. She had grown up a tomboy, coming home with skinned knees and elbows after playing sports with her brother. She's probably more competitive than her husband, according to family members.
Nine months pregnant, she'd play pingpong against him and not back down.
"He's showing no mercy, working the corners, and I was out there competing as if I were in a special pingpong tournament," Leslie said.
Clay Jr. and Leslie had five children: Jennifer, a former high school valedictorian; Kyle, a former safety at USC; Brian, who writes for a USC sports website; Clay III; and Casey, a linebacker at No. 1 ranked Oregon who has been nominated for the Butkus Award, which recognizes the nation's best college linebacker.
When Casey and Oregon played in the Rose Bowl last Dec. 31, it was the fifth consecutive - and ninth overall - Rose Bowl game that featured a Matthews family member.
When their boys were young, Clay Jr. and Leslie didn't want them to feel as if they were in their father's shadow. So they never pushed them to play football.
In fact, Leslie was against it at first. It was torture for her, a player's wife, praying before every game that everyone would leave the field without serious injury.
Then one year she missed the registration deadline for youth soccer and there were no roster spots left for her boys. The youth football coaches called.
"I said absolutely not. But they just kept pressuring me," Leslie said. "Begrudgingly, I signed them up for football. And they just kind of had a knack for it."
Clay Jr. and Leslie worried about the boys feeling they had to live up to being the sons of an NFL star.
"It would be a tough act to follow," she said. "But Clay's such a humble guy, I think he's a wonderful role model for the kids. He never pushed them into sports. We always told them, whatever they did - it didn't matter what they did - they had to be the best at what they did and to give it that 100% effort."
Jennifer preferred academics over sports and is pursuing a career, preferably with a charitable organization for kids. Brian chose not to play football after two years playing in high school and has his writing career. After playing football at USC, Kyle, 28, already is a vice president at Marcus & Millichap, the largest national commercial real estate firm in the nation, and he's also started his own business.
Clay III earned a degree in international relations with a minor in business law at USC.
"My dad has never been the kind to push," Clay III said. "What he wishes for us is: Whatever you're passionate about, you're going to be successful."
There's another part to this, as well. As a family of faith, the Matthewses believe they should do the absolute most with whatever talents they were given.
"We're all blessed with a certain degree of talent," Clay Jr. said. "It's not important what that talent really is, but that we work and do well at it. God has blessed us with different gifts. It really doesn't matter if your talent is perceived on a higher scale by the world or has more notoriety."
But it's not all work. When the California Matthews family heads to the Texas Matthews family to stay on Bruce's massive ranch every Easter, it's the Matthews Family Olympics.
Bruce and his wife, Carrie, have seven children - five of them boys who once played, play now or hope to play, competitive football (and they're all offensive linemen).
They play basketball, paintball, racquetball.
"Always trying to one-up one another," Clay III said. "We do a lot of stuff you can't do in California. Chain saws and ride ATVs and go-carts and all the good stuff."
Chain saws?
"Yeah," he said. "Got to clear out the land from hurricanes and storms. We usually have a big fire and the fire department comes by and tells us we have to keep it in check."
It can be sort of hard for an outsider to separate one Matthews from another, although Leslie and Clay Jr. get a kick out of their mail these days because they know anything addressed to Clay Matthews is for the son, not the father.
"Kind of passing the torch," Leslie said.
It's also been a kick for Bruce, in his second year as offensive line coach for the Houston Texans, to keep an eye on his nephew.
"I love to flip through the sack leaders in the league," Bruce said. "The fact that he's leading the league, I'm very proud. It's funny, because I can see a lot of my brother, and the type of player he was, in Clay."
Still, Clay III has been able to start building his own legacy since Packers general manager Ted Thompson - a former teammate of Bruce's in Houston - drafted him in April 2009. It was the first time Thompson traded up to the first round in the draft to get a player he wanted.
Since arriving in Green Bay, Clay III has done nothing but impress. Although sometimes sidelined with hamstring injuries, he has played a season and a half of great football - a tornado of long blond hair, bulging biceps, grass stains and cleats. Clay III has 9 sacks through eight games.
The 24-year-old, 255-pound linebacker has endeared himself to the green and gold faithful, which is pinning him with nicknames like All Day Clay and the Claymaker. (Leslie still calls him Little Clay.)
A late bloomer, he was too small to start for his high school team in Agoura Hills, Calif. - even with his father as the defensive coordinator - and didn't become a starter until his senior year. The same pattern repeated at USC, where as a walk-on he had to wait through 50 games before becoming a starter.
"The fact that I was underachieving by society's standards - as far as living up to my father and uncle - honestly, it didn't bother me that much," he said. "I never tried to put pressure on myself to be just like my dad or play 19 years in the NFL. I'm just trying to do what I do. And I'm so stubborn and hardheaded. That's led to my success."
For Matthews, that hardheadedness means always having a plan. His daily routine, which he said never varies, is entirely geared around getting better, in season or out.
He wakes at 6 a.m. and is one of the first to arrive at Lambeau (meetings start at 8:05). His breakfast is the same: oatmeal with granola, yogurt with blueberries, a banana and egg whites. He goes to meetings, film study, practice, weight room. Practice finishes at 3:30 p.m., but he puts in extra work and doesn't leave until 5.
He goes home, eats a meal and turns on the TV.
"Go to sleep and do it over again," he said. "It is Groundhog Day for me every day. But it's working for me, so why change it?
"This is what I signed up for. All my dedication is to this sport. I think that's what all we Matthews do. We put forth so much effort into what we treasure. And for me, it is football right now."