After the Wildcats (3-2, 0-2) took a 7-0 lead on the game's opening drive on a Derrick Locke 7-yard run, the Rebels got their first points after Randall Cobb fumbled at his own 10-yard line. Forced by Joel Kight and recovered by Mike Marry. Three plays later, Rodney Scott scored from the 4-yard line to tie the score at 7-7.
Early in the second quarter, UK concluded a sustained drive with a Mike Hartline to Cobb 15-yard pass for a touchdown. The drive took 4:39, covered 80 yards and was 12 plays long.
Ole Miss, trailing 14-7, took advantage of another Kentucky turnover, this time an interception by Charles Sawyer, and he returned it 38 yards to the Wildcat 9-yard line. Two plays later Ole Miss was in the end zone, with Jeremiah Masoli completing a pass to H.R. Greer to tie the game at 14-14.
Ole Miss went up 21-14 on a 2-yard run by Brandon Bolden, a 5-play drive that started after Damien Jackson forced a fumble by Chris Matthews after Matthews caught a pass from Hartline. The Rebs had taken over at the Wildcat 43.
UK tacked on a field goal on the first half's last play, a 50-yarder by Craig McIntosh to cut the UM lead to 21-17 at halftime.
The Rebels opened the second half with a nice, sustained drive for more points, thanks to positive rushing yards by Jeff Scott. The true freshman had 35 yards on the 75 yard-drive, but it was a Masoli to Bolden pass of 8 yards that capped it and made it 28-17.
Kentucky came back for points, but the Rebel defense stood tall and held the Cats to a field goal. On third and 10 from the UM 25, a heavy rush forced a Hartline incompletion. McIntosh was good on a 42-yarder to cut the Rebel lead to 28-20 with 6:28 left in the third quarter.
Ole Miss added another touchdown on a beautiful run by Masoli as he raced untouched around left end for a score. It was 35-20 but a lot of time remained – 1:58 to go in the third.
Jesse Grandy set up the Rebels' next score with a 73-yard punt return to the UK 2. The SEC referees decided there was interference from the Ole Miss sideline and called a 5-yard penalty for a sideline warning. It was an unusual call since the play was nowhere near the UM sideline. Most first sideline warnings don't carry a 5-yard penalty. But on this day, the SEC refs decided it would.
On second and goal at the 4, Masoli hit Ferbia Allen on a touchdown pass in the middle of the end zone and it was 42-20 with just seven seconds gone in the fourth quarter.
But the Wildcats got a touchdown on a Locke 3-yard rush with 10:12 to go and added a two-point conversion to cut the UM advantage to 42-28.
The Wildcats got the football back with 3:20 remaining, and in eight plays they had scored again. Hartline completed a 13-yard pass in the end zone to Chris Matthews, and with McIntosh's point after, the UM lead was down to 42-35.
The Cats had all three of their timeouts remaining and with 1:34 to go, UK coaches decided on the onsides kick. But the ball was knocked out of bounds, and Ole Miss took over at its own 45. Eventually facing a third and 19 and its own 46 and with UK having used all its timeouts, Bolden raced 33 yards down the visiting sideline and out of bounds with 53.8 seconds left. That allowed Masoli to take two knees for the victory.
The Rebels had 301 yards including 211 on the ground. Kentucky had 424 yards with 300 of it through the air.
Bolden again led the Rebel rushing attack with 108 yards on 23 carries and a touchdown.
Masoli was 9 for 17 for 43 yards and a touchdown.
Hartline for the Cats was 27 for 46 with two touchdowns and an interception. Locke had 108 yards on eight rushes to lead Kentucky.