KNOXVILLE, Tenn. – Tennessee pushed No. 13/14 Ole Miss to the brink, coming up just short on a last-gasp drive and falling, 31-26, in front of an impassioned crowd of 102,455 at Neyland Stadium.

The Vols(4-3, 2-2 SEC) were knocking on the door of a major upset of the Rebels (5-1, 2-1 SEC) and advanced deep into enemy territory in the final half-minute, set up by a 40-yard punt return from redshirt senior Velus Jones Jr. UT had two shots at a touchdown in the final 11 seconds, but a pass into the end zone fell incomplete, and redshirt junior reserve quarterback Joe Milton was run out of bounds at the eight as time expired. Milton had come on in the closing seconds after redshirt senior starter Hendon Hooker was injured on a first-down carry.

Vols WR-RS Velus Jones Jr. / Credit: UT Athletics

Jones Jr. finished the evening with 192 all-purpose yards, with a team-leading 93 yards receiving on six catches, 59 yards on kick returns and the nifty, late-game punt return. Redshirt junior wideout Cedric Tillman was right behind Jones Jr. in receiving, carding career highs in catches with seven and yardage with 84 along with a touchdown.

Hooker had an impressive evening, repeatedly making plays to keep the Vols within striking distance and putting them into position for their final shot at a victory. He completed 17 of 26 passes for 233 yards and a score and led Tennessee in rushing with 108 yards and a touchdown on 23 carries. Sophomore running back Jabari Small was right behind Hooker with 92 yards and a score on 21 attempts.

Defensively, the Vols managed to limit scoring by an offense that came into the game averaging 46.2 points per game. After allowing 24 points in the first half, UT limited the Rebels to a single touchdown over the final 30 minutes. The linebacker duo of redshirt junior Jeremy Banks and junior Aaron Beasley produced double-figure tackle totals of 15 and 10, respectively, that were career bests. Each player had a sack and quarterback hurry. Senior defensive backs Theo Jackson and Trevon Flowers recorded nine stops each, with Flowers also notching his first interception of the season.

After an impressive pregame light show and Vol entry into the stadium, the Rebels took the opening kickoff and marched to the Tennessee 36 before the home team halted the momentum and forced Ole Miss to punt. A fair catch attempt was muffed, however, and Tylan Knight’s recovery gave the visitors new life at the UT 11. Four plays later, running back Snoop Conner carried the ball in from the one. Caden Costa’s PAT made it 7-0 with 9:50 left in the opening stanza.

The defense put the first points on the board for the Big Orange. With Ole Miss backed up in the shadows of its own goal post, UT sophomore defensive tackle Omari Thomas chased down quarterback Matt Corral and recorded a sack and safety when the signal-caller was flagged for intentional grounding in the end zone. The Rebels’ lead was trimmed to 7-2 with 4:35 to go in the first quarter with UT’s first recorded safety since Derek Barnett took down Vanderbilt’s Kyle Shurmur on Nov. 28, 2015.

UT sophomore Jimmy Holiday returned the ensuing kickoff 27 yards to the Ole Miss 49, and the Vols took full advantage of the great field position. Nifty rushes of 11 and 22 yards by Small and a 16-yard laser from Hooker to Tillman in the end zone were the only plays needed to generate points. Redshirt senior Chase McGrath booted the extra point attempt through the uprights to push the Big Orange ahead, 9-7, with 3:51 to go in the first period.

Ole Miss responded on its next possession, covering 57 yards in 11 plays and retaking the lead 10-9 with 44 seconds left in the first quarter on a 30-yard Costa field goal.

The Rebels built their lead to 24-9 in the second frame. Corral hit wide receiver Dannis Jackson on stop-and-go-route along the right sideline for a 33-yard touchdown at the 11:27 mark. Conner then added his second score of the game with 5:30 remaining, making another one-yard plunge. Costa was good on both extra point attempts.

Tennessee cut the deficit to 24-12 with a field goal as time expired in the first half. Getting the ball with 53 ticks remaining and two timeouts, Hooker marched the Vols 62 yards in six plays. After Hooker and Jones Jr. connected on a 30-yard pass play to the Rebel 22, McGrath shrugged off three successive Ole Miss timeouts aimed at icing him and split the uprights from 39 yards out.

The Vols got the ball first to open the second half and quickly pulled themselves within five of the Rebels, 24-19, with 12:38 left in the third. A key 29-yard, third-and-12 completion from Hooker to Jones Jr. put Small into position for a one-yard touchdown plunge. The sophomore contributed 31 yards on four carries during the eight-play, 77-yard drive that was completed by McGrath’s PAT.

After Ole Miss and Tennessee each missed field goals midway through the third stanza, the Rebels put together a successful drive for six with 2:04 left in the quarter. A 16-yard strike from Corral to wide receiver Dontario Drummond put the finishes touches on an eight-play, 68-yard drive, and Costa’s extra point extended the lead to 31-19.

The Vols countered with a clutch nine-play, 88-yard march. Hooker call his own number six times on the drive for 53 yards, including a five-yard option keeper into the checkerboard. McGrath’s extra point pulled UT back within five, 31-26, with 13:41 remaining in the contest.

Tennessee’s defense came up with a huge play on Ole Miss’ next possession. With Corral trying to escape heavy pressure, the Rebel quarterback fired an errant ball that was intercepted by a diving Flowers at the Vol 32. After Corral’s first turnover of the season, the Big Orange moved the ball to the Ole Miss 42 but could get no further and had surrender its scoring opportunity via a punt.

After holding Ole Miss on its next possession, the Vols got the ball back at their own 10 with 4:08 to go following a punt. Facing a fourth and 24 at their own 36, Hooker found redshirt junior tight end Jacob Warren across the middle. Warren turned up field following the catch and stretched the ball toward the 40 but was ruled to have come up short of the line to gain.

Ole Miss took over on downs but was unable to move the ball and run out the clock, thanks to the Vol defense. The Rebels punted to Jones Jr., who picked up 40 yards on the return and set Tennessee up at the Ole Miss 47 with 27 seconds to go.

Hooker carried for 14 yards and a first down on the initial play from scrimmage, but he was injured on the play. Milton came on with 18 seconds to play and completed a pass to freshman wide receiver Walker Merrill for a first down. The Vols got two final tries at the end zone in the final 11 seconds and came up just short.

Next week the Vols head to Tuscaloosa to take on the Alabama Crimson Tide in a 7 p.m. ET contest at Bryant-Denny Stadium. The game will be televised by ESPN.