Quarterback Bo Wallace slapped Trae Elston on the back as he walked past the safety, and the two exchanged smiles but no words.

Nothing needed to be explained. It was pretty obvious Mississippi's offense owes the defense after an ugly 24-3 victory over Memphis on Saturday.

The 10th-ranked Rebels slogged through much of the night on offense and special teams, mixing bad plays with costly penalties. But the defense was exceptional, holding Memphis to just 104 total yards.

"Our kids showed a great resolve," Ole Miss coach Hugh Freeze said. "I'm extremely proud of our defense. I don't know if we have had a better effort than that in my 2½ years here. They were phenomenal."

Ole Miss led just 7-3 after three quarters but finally cut the mistakes and made some big plays. Jaylen Walton's 23-yard run pushed the lead to 17-3 with 9:34 remaining and Vaught-Hemingway Stadium could finally exhale.

The Rebels (4-0) are undefeated through four games for the first time since 1970, but this one wasn't easy.

It was an ugly night for Wallace, who threw two interceptions and lost a fumble. The senior was 22-of-37 passing for 248 yards and two touchdowns — both to Laquon Treadwell.

Special teams were also a problem. Andrew Fletcher missed two field goals and Markell Pack fumbled a punt that Memphis (2-2) recovered.

"We put ourselves behind the chains and I turned the ball over three times," Wallace said. "That's not what I expect of myself and that's not what the offense expects of ourselves."

Treadwell had five catches for 123 yards. Walton rushed for 78 yards on 10 carries.

It was the first time Ole Miss played as a top-10 team since 2009. The Rebels didn't look the part on offense or special teams.

But the defense was terrific. Elston grabbed an interception in the third quarter that ended a promising Memphis drive and Marquis Haynes forced a fumble — which was recovered by Issac Gross — that set up Walton's touchdown run.

"There are some games when the offense wins it. There's going to be some games when the defense has to carry the load," Ole Miss safety Cody Prewitt said. "That's how a team goes. It's back and forth. I'm just really proud of the way the defense played — we never blinked."

Ole Miss bumbled its way to a 7-3 halftime lead, failing to capitalize on a big statistical advantage in most categories.

Wallace's 63-yard touchdown pass to Treadwell early in the first quarter gave the Rebels an early 7-0 advantage and a stout defensive line held Memphis to minus-4 rushing yards.

But the Rebels also had a series of bad and sometimes bizarre moments. Pack fumbled a punt and Wallace's two interceptions ended promising drives.

To top it off, kickoff specialist Gary Wunderlich was ejected for fighting after a short melee between the two teams.

It wasn't any better for much of the second half. A 71-yard touchdown run by Mark Dodson was called back late in the third quarter because of a holding penalty on Treadwell, drawing an audible groan from the crowd.

Even the Ole Miss coaching staff had costly mistakes. Freeze drew a 15-yard unsportsmanlike conduct penalty after arguing a call early in the fourth.

It's not the first time Memphis — under third-year coach Justin Fuente — has given a nationally ranked program trouble this season.

The Tigers stayed right with No. 11 UCLA in a 42-35 loss on Sept. 6. This one didn't have the offensive fireworks, but it did have the drama.

Memphis simply couldn't move the ball. Paxton Lynch completed just 13 of 31 passes for 81 yards.

"(The Ole Miss defense) kicked our tail," Fuente said. "They didn't do anything new — they're just pretty darn good."

The Rebels' win sets up the biggest home game for the program in more than a decade. They will host No. 3 Alabama on Saturday.

Ole Miss likely will have to play much better against the Crimson Tide to even have a chance.

It was a festive atmosphere early on in Oxford until the lackluster performance. The Rebels spent much of the weekend honoring the memory of Chucky Mullins, an Ole Miss defensive back who was paralyzed while making a tackle in 1989 and died 18 months later from a blood clot.


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