Chris Warren rattled in a 25-footer over two defenders with 2.9 seconds remaining and Mississippi beat No. 10 Kentucky 71-69 on Tuesday night.
Warren, who scored 22 points, hit the high-arcing shot to give the Rebels their first victory over a top 10 team during the five-year tenure of coach Andy Kennedy.
Warren finished 9 of 15 from the field, including 4 of 7 from 3-point range.
Terrance Jones scored 22 points and Doron Lamb added 20 for the Wildcats, who rallied from an 11-point second-half deficit to take the late lead. Lamb missed a running 3-pointer at the buzzer.
Ole Miss led 64-55 with 6:31 remaining, but Kentucky clawed its way back, taking a 69-68 lead on two free throws by Jones with 1:21 left.
The teams traded empty possessions before Ole Miss called a timeout with just over 10 seconds left. The play was for Warren, who came into the game as the second-leading scorer in the SEC, and he stutter-stepped a few times before taking the shot.
Ole Miss (14-8, 2-5 Southeastern Conference) got 16 points from Zach Graham and 12 each from Reggie Buckner and Terrance Henry. Buckner, a 6-foot-8 sophomore, had five rebounds, five blocks and three steals, and provided a poster-worthy moment when he blocked Brandon Knight's dunk attempt in the second half.
Kentucky (16-5, 4-3) had a huge advantage in the all-time series coming into Tuesday, winning 96 of 108 games, including 25 of 34 in Oxford.
And there seemed little reason the trend would change. As usual, Kentucky is among the nation's elite while Ole Miss languishes at the bottom of the SEC.
But the Rebels were feisty from the beginning, coming back from an early seven-point deficit to take a 34-30 lead late in the first half. Kentucky led 35-34 at halftime.
Kentucky shot 25 of 51 from the field (49 percent) and outrebounded Ole Miss 36-27, but was hurt by 18 turnovers. Knight added 15 points for the Wildcats, including 10 in the second half, but had six turnovers.
Ole Miss shot 8 of 17 (47.1 percent) from 3-point range.