LaDarius Perkins scored what proved to be the game-winning touchdown in the fourth quarter as No. 19 Mississippi State out-gunned Tennessee, 41-31, in SEC action.
Tyler Russell went 23-for-37 with 291 yards and two touchdown passes for the Bulldogs (6-0, 3-0 SEC), who are tied with top-ranked Alabama in the Western Division of the SEC.
Perkins carried the ball 23 times for 101 yards while Josh Robinson added six carries for 41 yards and a score in the win.
Tyler Bray passed for 148 yards and two touchdowns along with an interception on 13-of-24 attempts for the Volunteers (3-3, 0-3), who have dropped their past two games. Rajion Neal had a score on the ground in the loss.
"All you can try to do is go to the next one and get over the hump the next week," Tennessee coach Derek Dooley said of his club's struggles. "That's how collegiate athletics is; you never know when it is going to happen."
Tennessee was trailing by three points and had the ball in the fourth quarter, but Devrin Young had the ball ripped out of his hands by Johnthan Banks, who then pounced on the ball to give the Bulldogs excellent field position.
"You hear this all the time, but big-time players make the big-time plays in the big games," Mississippi State coach Dan Mullen said of Banks. "We needed a play there. Banks came up and made the play."
Three plays later, Perkins took the ball into the end zone from a yard out for a 34-24 lead with 7:58 to play.
A poor kickoff gave the Vols the ball at their own 42 and they quickly answered as the team needed just 2 1/2 minutes and five plays to get into the end zone with Bray and Ben Bartholomew getting together for a 10-yard score and a 34-31 game with 5:22 to play.
Mississippi State, though, kept the ball for almost the rest of the game and put it away on a 9-yard scoring toss by Russell to Malcolm Johnson with just seconds left on the clock.
The Bulldogs got three points on their first possession thanks to a 31-yard field goal from Devon Bell, but Tennessee countered with a 6-yard score for a 7-3 lead.
Robinson capped a 10-play, 65-yard drive with a 10-yard run into the end zone to give Mississippi State a 10-7 advantage heading into the second quarter.
The second play of the second quarter saw the Bulldogs add to their advantage as Dak Prescott and Marcus Green got together for a 13-yard score and a 17-7 advantage, but Cordarrelle Patterson returned the kickoff 98 yards to make it a 17-14 game.
The Bulldogs got a 24-yard field goal from Bell on the ensuing possession and the team went for an onside kick and recovered it. That led to a 7-yard touchdown catch by Green from Russell for a 27-14 advantage and the score stayed that way going into the halftime break.
Tennessee started the second half with the ball and got a 38-yard field goal from Michael Palardy and later made it a three-point game on an 11-yard TD catch by Patterson from Bray with 4:07 to play in the third.
Mississippi State controlled the ball for 36 1/2 minutes and totaled 450 yards of offense, compared to 361 yards from Tennessee ... Mississippi State hosts Middle Tennessee next week before a showdown at Alabama ... Tennessee plays in Alabama next Saturday ... Mississippi State snapped a six-game losing streak against Tennessee, but still trails in the series, 28-16-1.