CLEVELAND -- At the NFL scouting combine in Indianapolis, Ozzie Newsome was asked to evaluate Clay Matthews, the linebacker from Southern California.

A look of feigned confusion crossed his face.

You mean his father? said the Baltimore Ravens general manager, chuckling.

In the NFL, you know you're getting old when the sons of former teammates start showing up on draft boards.

That has happened over the last four, five years, Newsome said. One of the tough things you have to do is tell a former teammate, someone that you went to war with, that I don't think your son's good enough to play for us. That's a very tough thing to tell a father.

Now in the case of Clay, I won't have to make that statement because he is a good player playing on a team with a lot of good players.

Newsome and Matthews were co-first round draft picks of the Browns in 1978. Matthews was taken at No. 12, Newsome at No. 23. Now, Matthews' son, who is not Clay Jr. but Clay III, is rising into first-round territory.

He's a pretty impressive kid, the older Matthews said from his home in Agoura Hills, Calif. Granted I'm his father, but he's really worked hard.

Of course, the apple doesn't fall far from the tree.

Clay Matthews, the former Browns linebacker, grew up in an affluent family, himself a son of a former NFL player, Clay Matthews Sr. Although Matthews arrived in Cleveland from USC with the golden looks of a California surfer, he proved himself as a blue-collar player over 16 seasons with the Browns and three more with the Atlanta Falcons.

One of the most on-spot assessments of the Browns linebacker, in fact, was made by his son at the combine.

He was durable, he was accountable, and overall I think he was just an outstanding player who really got after it, Clay III said. And that's what I emulate my game after.

Clay III's dramatic rise as a pro prospect would be one of this draft's more compelling stories, even without his bloodlines. Lightly recruited as a high school junior, he walked on to USC rather than take a scholarship to a smaller program.

He was 160 pounds as a junior in high school, his dad said. His senior year, he just got taller and bigger. But you're recruited your junior year. I was thinking he wasn't going to be able to play football, and I was fine with that.

Clay III was determined to make it at USC, where his father and his uncle, Pro Football Hall of Famer Bruce Matthews, were legends. He earned his way into games on special teams and eventually started as a senior alongside higher-profile prospects Rey Maualuga and Brian Cushing.

I worried that he'd get into a situation where it wouldn't be a great experience for him, his father said. The first year, he was on the all-look [scout] teams. They offered to put him in a game as a freshman when they were ahead. He wouldn't go in because he didn't want to waste his red-shirt year.

He really blossomed going into his third year. I remember going down to his spring practice and there was this drill. I'll never forget that moment. I saw him accelerate in this drill and I said, 'Good grief, where did that come from?'

NFL Network analyst Mike Mayock said of Matthews, What I would tell you is he's got a healthy chip on his shoulder. His dad, his uncle, his brother -- everybody played big-time football and this kid didn't get a scholarship offer to USC. He will outwork people. He's not as naturally gifted as his father, but he's worked so hard and he's at the point now where this is a guy who will be a second-rounder [at the worst] and three years ago he was a walk-on.

Matthews filled out at 6-3 and close to 250 pounds.

He's a lot better than me, his dad said. He's faster. We don't know where he got it. He's smaller, but stronger.

Newsome said, I think Clay [the father] was a little bit stouter. Clay (the son) maybe has more range. But they are very similar in their styles.

Like his father, Clay III played a variety of roles in the 4-3 defense. In his only season as a starter, coach Pete Carroll used him as a hybrid defensive end, rushing from a three-point stance on occasion and playing as a linebacker on others. He posted 56 tackles and was third on the team in tackles for losses (9.5) and second in sacks (4.5).

NFLdraftscout.com analyzed him as an ascending player who may be just scratching the surface of his potential.

It was magnificent how he grew from where he was [as a walk-on] to where he is now, said Maualuga. He 'balled out this year and did a great job. Hopefully, great things will happen for him come April.

The Browns, of course, will be scouting linebackers heavily in this draft.

The older Matthews holds the Browns' franchise record with 232 games played. For the record, there has never been a father-son combination play for the Browns.

It would mean a lot, the younger Matthews said. I always have a smile on my face when I talk to the Cleveland Browns representatives.