The Tigers exploited Tennessee's second- and third-team defenders to score three touchdowns in the game's final 23 minutes and make the score a little more respectable.
"I thought our backups for the most part played terrible tonight," head coach Lane Kiffin said on his post-game show. "It left us with a really bad feeling because this is a team deal, and we need everybody in. Whoever's next has to play well, so we've got a lot of work to go back and do."
As disappointed as the head man was with the game's final 25 minutes, though, he had to be pleased with the first 35. Tennessee was downright dominant, offensively and defensively, in building its 49-7 lead.
Vol freshman David Oku got the rout started by returning the opening kickoff 69 yards to the Memphis 24-yard line. Fellow freshman Bryce Brown scored on a one-yard dive six plays later for a 7-0 lead.
"We have not been a great starting team for whatever reason this season," Kiffin said. "We've been a great fourth-quarter team, so we really challenged the guys the past two weeks to play with that intensity, come out right away and get us the lead."
Tennessee, now 5-4, got off to a blazing start last weekend against South Carolina but the Gamecocks were ranked No. 21 and the Vols broke out black jerseys in honor of Halloween. Kiffin knew getting his troops equally fired up about facing the 2-6 Tigers would be more difficult.
"My concern was all week of our guys having that same energy because it wasn't a top-25 team, we weren't wearing black jerseys, it wasn't a national (TV) game."
The head man's concerns dissipated once the game began. Tennessee jumped to the 14-0 first-quarter lead, then kept pouring on points.
The Vols zoomed 74 yards in six plays on their first possession of the second quarter, going up 21-0 when Crompton hit tight end Luke Stocker for a 23-yard score.
Memphis return man Chris Hobbs fumbled the ensuing kickoff and Tennessee recovered at the Tiger 26-yard line. Six plays later Crompton found Quintin Hancock for a 4-yard TD that widened the gap to 28-0.
The Vols added another TD on an eight-play, 87-yard drive that ended with consecutive completions of 12 yards to Denarius Moore, 16 yards to Nu'keese Richardson, 29 yards to Stocker and 14 yards to Richardson for the touchdown.
Memphis came alive at this point, Marcus Hightower rambling 36 yards to cap an eight-play, 88-yard drive that trimmed the deficit to 35-7 with 58 seconds left in the half.
Fifty-eight seconds was enough for the Vols, who went 55 yards in five plays to go up 42-7 at the half. The last two plays of the drive were a 20-yard strike to Gerald Jones and a one-yard TD sneak by Crompton with 4 seconds left.
Tennessee's dominance was visible in the halftime stats. The Vols gained 382 yards on 45 plays, Memphis just 104 yards on 26 plays.
After going up 49-7 on its first possession of the second half, Tennessee pulled most of its starters and gave the reserves some playing time. Memphis' offense took advantage - going 84 yards in 15 plays, 57 yards in 7 plays and 74 yards in 11 plays for late touchdowns.
Tennessee got its final TD on a 14-yard pass from Nick Stephens to Denarius Moore that provided a 56-21 lead with 52 seconds left in the third quarter.
Stephens finished 5 of 9 for 98 yards. He and Crompton were a combined 26 of 36 for 429 yards. Gerald Jones led UT receivers with 97 yards on 4 catches. Denarius Moore added 76 yards on 7 grabs and Stocker 60 yards on 3 receptions.
Montario Hardesty, slowed by a sore knee, rushed 13 times for 60 yards. Bryce Brown added 11 carries for 55 yards.
Tennessee freshman safety Janzen Jackson was suspended and did not play in the game. Kiffin said he will be available for duty when the Vols visit Ole Miss next Saturday in Oxford. That game is scheduled for an 11 a.m. Central kickoff.