"We played so well defensively, but we just gave up a couple of big plays," said Ole Miss coach David Cutcliffe, who spent 17 years as an assistant at Tennessee.
For UT head coach Phillip Fulmer, the victory was a relief in a couple of ways, one because he had seen his squad fall behind 17-14 with 11 minutes to play in the fourth quarter and another because of the emotional drain of opposing his old comrade for the first time.
"It was an emotional game," Fulmer said. "I'm glad to get the win."
His time with Cutcliffe at Tennessee, Fulmer said, had been as long as some marriages and the two had spent nearly as much time together in meetings and on the field.
Played before the second largest crowd in Vaught-Hemingway Stadium history -- 62, 028, it was a game of many family connections. Former UT quarterback Peyton Manning and his brother Eli, who closed out his career at Ole Miss last season, were both in attendance, and several players and coaches on both teams had played at the opposing school or had former high school teammates on the opposing team.
Tennessee defensive end, Parys Haralson, for instance, played high school football at Madison Central in Flora, Miss., with Ole Miss center Chris Spencer, and Haralson celebrated his homecoming with a career-high 10 tackles in the game.
"It was nice. I played with a lot of those guys out there in high school or played against some of them," Haralson said. "There was a lot of emotion. It was great as a whole."
Fulmer and Cutcliffe also are sharing another distinction. Both are in the midst of breaking in new quarterbacks, with Tennessee having bid goodbye to four-year starter Casey Clausen last season. But it was Fulmer who appears to have gained the upper hand by landing freshman Erik Ainge.
Although Ainge had a pass picked off by Bryan Brown in the fourth quarter, giving Ole Miss the edge on points and momentum, he wasn't rattled by the mistake and came back to lead his squad on an 83-yard touchdown drive, passing 30 yards to Bret Smith for the winning score.
"The coaches said shake it off, we've still got 10 minutes to make something happen. We had a lot of time," Ainge said. "We always do a good job of playing 60 minutes and sometimes it takes the whole 60 minutes to win a game."
Cutcliffe, meanwhile, has not been able to settle on a single starter and continued playing all three of his quarterbacks against Tennessee, as he did in the win over South Carolina last week. The different looks were nearly enough to get Ole Miss a win, but the lack of consistency offensively negated any advantage gained from swapping signal callers. The Rebels converted only four of 15 third downs, some of them of relatively easy yardage.
"It's frustrating," Cutcliffe said. "At times in the first half, it looked like we were going to do better on third down conversions. We had trouble executing. It's always just little things."
"It's hard to get passes off and run the ball against that type of front seven," Flatt said.
The Ole Miss quarterbacks were limited to 168 yards passing on a 14 of 26 night with two interceptions, both by UT defensive back Brandon Johnson. Tennessee's Ainge, in contrast, passed for 231 yards and the winning TD.
The Vols outgained Ole Miss on the ground, as well, with most of the yardage coming in the first and final quarters. Gerald Riggs had his third 100-yard game of the season and second in a row by running for 118 yards and a touchdown on 26 carries.
The Rebels recorded only 89 yards rushing for the game.
In the opening quarter, it appeared as though Tennessee would blow Ole Miss off the field, completing two drives for touchdowns, with Riggs running the ball for most of the yardage. But that's when the Rebels began to shape shift defensively, stopping the ground game and confusing Ainge.
"We jumped out early and then we sputtered on offense," Riggs said. "Our defense kept us in the game and then we made plays at the end to take it away. "That happens sometimes. You're hot and then you're not, but that's when our maturity came into play and we kept fighting and then took over."