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OXFORD, Miss. (AP) -- Vanderbilt stayed in the game against No. 3 Mississippi much longer than just about anyone expected.
But the Commodores could never find the big offensive play to pull off an upset over the Rebels.
Ole Miss beat Vanderbilt 27-16 on Saturday night, pushing past a feisty Commodores defense that slowed down the Rebels for the first time all season.
"We are going to continue to get better," Vanderbilt coach Derek Mason said. "Teams are not going to want to see us in October and November, I can tell you that."
Vanderbilt (1-3, 0-2 Southeastern Conference) lost its third straight against the Rebels, who came into the game averaging 64 points per game. Johnny McCrary threw for 194 yards and Ralph Webb ran for 90.
Ole Miss coach Hugh Freeze said his team learned a valuable lesson from a sometimes scary evening.
"We've got a talented football team," Freeze said. "But so does everybody else."
Vanderbilt stayed within striking distance all night thanks to a defense that didn't give up big plays and generally played mistake-free football.
"We just do what we do," Mason said. "I don't think there is any secret sauce."
But the Commodores couldn't find much room to work on offense against the Rebels' suffocating defense.
Chad Kelly threw for 321 yards and Jaylen Walton ran for a season-high 133 yards, including a 3-yard touchdown in the fourth quarter that gave the Rebels the final 27-16 advantage. Walton had a two long runs -- one for 14 yards and another for 24 -- earlier in the drive.
"That's what I'm here for, to make big plays for my team," Walton said.
It was a mostly mediocre performance for the Ole Miss offense, which was putting up points with stunning ease until Saturday.
The Rebels' red zone offense was particularly bad. Ole Miss had to settle for three field goal attempts when inside Vanderbilt's 20. Two were made and one was blocked, which helped keep the Commodores in the game much longer than most expected.
Ole Miss (4-0, 2-0) broke the game open midway through the fourth quarter when Walton ran for a 3-yard touchdown after two long runs earlier in the drive.
Ole Miss' Laquon Treadwell caught eight passes for 135 yards. Kelly completed 24 of 42 passes and a touchdown but also threw two interceptions.
Arguably the game's biggest play came late in the third quarter, when Cale Luke blocked a Vanderbilt punt to give the Rebels the ball at the Commodores 20. Seven plays later Robert Nkemdiche ran for a 1-yard touchdown to give Ole Miss a 20-13 lead.
Nkemdiche, a 296-pound junior who usually plays defensive tackle, has scored three touchdowns this season.
Special teams and the defense saved the Rebels when the offense was sputtering. Linebacker Denzel Nkemdiche had a career-high 14 tackles, including 12 solo.
"It's guys like him who will determine how far we go," Freeze said.
Vanderbilt briefly took a 3-0 lead early thanks to a 28-yard field goal following a 19-play, 73-yard drive that featured five third-down conversions.
It was the first time the Rebels had trailed all season and the deficit seemed to jolt them awake. Kelly found Damore'ea Stringfellow in the front corner of the end zone for a 20-yard touchdown on the ensuing drive to push Ole Miss ahead 7-3 late in the first quarter.
The momentum was short lived. The Rebels moved the ball well at times but routinely bogged down in the red zone, failing to get much push with its offensive line.
Freeze mixed and matched formations close to the goal line, bringing in several different combinations of players. Nothing worked until Robert Nkemdiche plowed through the line in the third quarter.
The spotty red-zone offense didn't end up being a game-breaker on Saturday, but could be a huge problem against some of the SEC's better teams.