The Rebels and Oklahoma State were deadlocked 7-7 in the fourth quarter, but a couple of late touchdowns in a turnover-marred contest gave Ole Miss a 21-7 win.
Last season the Rebels won the last Cotton Bowl played at old Fair Park 47-34 against Texas Tech. It is the first back to back titles for a school in the Cotton Bowl since Notre Dame won in 1993 and 1994.
"I shook my head all day," said Ole Miss head coach Houston Nutt of the turnover-marred game that saw OSU with seven miscues and the Rebels with five. "Our defense was absolutely beautiful today."
OSU (9-4) had only 236 total yards of offense to the Rebels' 356. Ole Miss (9-4) had 20 first downs to Oklahoma State's eight.
"I hate to give a game away, and I felt like we gave the game away," said OSU head coach Mike Gundy. "It's hard to overcome giving one away. At some point we've got to make some plays.
"In order to win against a good team from a good football league, you have to step up and make plays," he added. "Every time they made a mistake, we didn't capitalize on it. We very badly wanted to win 10 games but it didn't happen."
The Rebels totally dominated play in the first half, although the halftime score of 7-0 with Ole Miss leading didn't show it. OSU hadn't gotten its initial first down until the 4:44 mark of the first half. By the end of the half, the Cowboys had only gotten two more.
Total yards were 257 for the Rebels and just 73 for the Cowboys through two quarters.
The game was decided in the last seven minutes. With 6:19 left a direct snap to OSU quarterback Zac Robinson was fumbled and recovered by Kentrell Lockett. Six plays later Dexter McCluster, the unanimous offensive MVP, was in the end zone from two yards out. Joshua Shene's extra point made it 14-7 with 4:03 to go.
McCluster ended the day with 184 yards on 34 carries and two touchdowns.
On OSU's next possession in a desperate attempt to move downfield to tie the game, Patrick Trahan took a fumble to the house, a 34-yard return that made it 21-7, along with Shene's point after. Only 3:12 remained, and the party had begun for those in Red and Blue.
The Rebels have now won eight of their last nine bowl games dating back to the Liberty Bowl of 1992, a 13-0 win against Air Force. The lone loss in the stretch was in 2000 in the Music City Bowl against West Virginia 49-38.
Ole Miss is now 21-12 in 33 bowl games all-time.
The first half's only points came on a handoff from backup quarterback Nathan Stanley to Dexter McCluster. His 86-yard run to paydirt was the second longest scoring run in Cotton Bowl history. Shene was good and the Rebs led 7-0 with 11:19 to go in the second period.
On the previous series, Rebel starter Jevan Snead had thrown an interception and suffered quite a hit by Cowboy safety Markelle Martin, knocking Snead's helmet off and the Rebel QB out of the game for a while.
Stanley entered on the next Rebel series and on the very first play handed off to McCluster who outraced everyone to the opposite end zone, 86 yards away.
McCluster had 140 yards rushing in the first half as OSU only had 41 rushing yards as a team.
The Rebels previously had an opportunity for points. Poised with a third and goal at the 1-yard line on their second possession of the contest, defensive line star Jerrell Powe was lined up in the offensive backfield, but on two occasions could not stick it in from one yard out.
OSU took over at the 1-yard line and the game remained scoreless.
Although Snead came back in for a series in the second quarter, it was Stanley who took over again on offense in the third period. But it was a Stanley interception deep in his own territory that led to the Cowboys' first points of the game.
On third and 10 from his own 17, Stanley was intercepted by Andre Sexton and returned it to the 12. Four plays later Keith Toston hit tight end Wilson Youman for a touchdown. Dan Bailey's point after was good, and the game was tied 7-7 with 7:13 left in the third.
Things stood that way until the Rebels had a shot to take the lead again on a missed Shene field goal of 39 yards - his second miss of the game - midway through the fourth quarter.
But that's when things got exciting – at least for the Ole Miss Rebels. And victory was close at hand.
For the game, Snead completed 13-of-23 passes for 168 yards and three interceptions. He failed to throw a touchdown pass for the fourth time this year. Stanley was 2-of-7 for three yards and one interception.
With 112 yards on seven receptions, senior wide receiver Shay Hodge became the Ole Miss career leader in receiving yards with 2,646. Hodge notched his fifth 100-yard receiving game of the year, which puts him alone in first place on the Rebels' single-season chart.
After racking up 821 rushing yards in the last six games of the regular season, McCluster entered Saturday's game needing only 15 more yards to become the fourth back in Ole Miss history to surpass 1,000 yards on the ground in a season. The others: John "Kayo" Dottley (two seasons), Deuce McAllister, and BenJarvus Green-Ellis.
Even more, McCluster was also vying to become the first player in SEC history to total 1,000 yards rushing and 500 yards receiving in the same season.
And McCluster accomplished all that. The Largo, Fla. native logged 227 all-purpose yards in his final collegiate action, including 182 on the ground. He was also a unanimous Offensive MVP selection, his second in back-to-back Cotton Bowl appearances.
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