On a third-and-12 midway through the second quarter, Marshall converted when Hill hit Darius Watts for a 19-yard gain. Moments later, Hill completed a 17-yard pass on third-and-20 to set up a 35-yard field goal that gave Marshall a 10-7 lead.
A late-hit penalty on UT enabled the Herd to convert a third-and-15 early in the third quarter, and Marshall scored on the very next play to pull within 21-17.
Finally, on third-and-five at its own 35-yard line, Marshall converted when Hill hit Josh Davis on a short crossing route that turned into a 65-yard touchdown play.
Asked what happened to the Vols' vaunted defense, Fulmer replied: ''There were some alignment issues and some missed tackles that allowed some gains to go a lot farther than they should have. We've got to get lined up better and tackle a WHOLE lot better.''
Perhaps Tennessee's biggest problem stopping third-down plays was an inconsistent pass rush. Except for end Constantin Ritzmann, UT's front four isn't putting much pressure on opposing quarterbacks this fall.
''We still haven't established ourselves as a team that can rush the passer with just four people,'' Fulmer noted.
Although the end play has been a little erratic, it has been far ahead of the defensive tackle play. This continues to be Fulmer's greatest concern.
''It's just not where it needs to be,'' the head man said. ''Mondre Dickerson played fast, hard and did some things. After that, we fall off pretty far. There's a lot of work to be done.''
Tennessee entered the Marshall game ranked No. 1 nationally in both rushing yards allowed (minus-1) and total yards allowed (117). But the Thundering Herd converted six of 14 third-down tries en route to piling up 382 total yards and 22 first downs. Only a productive day by the Vol offense allowed Tennessee to prevail 34-24.
''I thought they (offensive players) responded well,'' Fulmer said. ''We said before the season that we want to be the type of team where each side can pick the other up. I think that happened yesterday.''
After scoring just seven points on its first six possessions of the game, Tennessee's offense scored TDs on its next three -- the last of the first half and the first two of the second half, turning a 10-7 deficit into a 28-17 lead.
''It was important that the offense come out the second half and re-establish itself,'' Fulmer said. ''It was good to see us run well (223 yards on 40 carries) and make some big plays in the passing game (235 yards and three TDs).''
Tailback Cedric Houston followed a 161-yard rushing effort in the opener with a 160-yard effort vs. Marshall. His 160.5-yard average ranks him No. 1 in the Southeastern Conference and No. 5 nationally. He's also 11th nationally with an average of 176.0 all-purpose (running, receiving, returning kicks) yards per game.
As a team, UT ranks 15th nationally with an average of 248.5 rushing yards per game. Tennessee is fifth in rushing defense (43.5 yards per game) and 17th in total defense (249.5 per game).
Vol punter Dustin Colquitt had a career-best 50.8-yard average vs. Marshall, despite making one pooch punt (a 39-yarder that was downed at the Herd 4-yard line). Colquitt's 47.1-yard average through two games ranks third nationally.
Finally, Tennessee moved up from 14th to 13th in the Coaches Poll. The Vols enjoy an open date this week, before visiting Florida Sept. 20.