Vanderbilt nearly made a mess of Ole Miss.
Flexing a resiliency that has quickly developed under first-year Coach Bobby Johnson, the never-say-die Commodores almost killed the Rebels before a potential game-tying drive was stopped dead in its tracks in the final 15 seconds.
Quarterback Jay Cutler was blindsided by Yahrek Johnson, who knocked the ball loose and ended a volley between the two teams that made for one of the most exciting games Vanderbilt (1-3, 0-2 SEC) has been involved in since claiming a thrilling overtime win here three years ago.
Ole Miss linebacker L.P. Spence recovered Cutler's fumble, securing a 45-38 win for the Rebels (3-1, 1-0) before a Vaught-Hemingway Stadium crowd of 50,427.
''On that last drive when we went back out on the field there was no doubt in our minds that we were going to win,'' Vanderbilt receiver M.J. Garrett said. ''And that's why it hurts so badly for us right now. But that confidence is something different about this team and something that is going to make this season special as it goes along.''
Garrett's resurgence along with a relentless running game powered by Cutler, Kwane Doster and Norval McKenzie helped Vanderbilt bounce back after falling behind 38-17 heading into the fourth quarter.
Unlike so many times before when the Commodores would have folded in the face of such adversity, they came roaring back with three touchdowns in the final quarter and finally tied the game at 38-all on a three-yard touchdown run by Matthew Tant.
Ole Miss QB Eli Manning, however, found his rhythm again long enough engineer what turned out to be the game-winning drive capped by a touchdown run by Ronald McClendon, who broke Jonathan Shaub's tackle at the line of scrimmage and trotted 23 yards to the end zone.
''Their passing game keeps you off balance a lot,'' Shaub said. ''They run a lot of delay and they set the linemen pass blocking, and then run the ball.''
It was Vanderbilt's running game, however, that threatened to swipe the spotlight from Manning. The Commodores finished with 304 yards on 49 carries and were able to consistently punish the Rebels' defense by keeping McKenzie, Doster and Cutler fresh as they shared time running the ball.
McKenzie and Doster each finished with 101 rushing yards while Cutler, who continued to hone his skills executing the option, had 34 yards and a touchdown run.
Cutler was 11-of-22 passing for 207 yards and two TDs and Garrett had four catches for 128 yards and a TD, which was his best performance since last year's opener against Middle Tennessee State.
But it was Manning who was able to finish the job after recovering from a sluggish start. He caught fire for a stretch in the third quarter when he tossed five consecutive completions covering 224 yards and scored back-to-back TDs with a 79-yard pass to Chris Collins and then a 78-yarder to Mike Espy.
Manning finished with a career-high 386 yards after completing 24-of-41 passes and did not throw an interception.
''I don't judge my best games just by the number of yards,'' Manning said. ''I thought I played a good game. I thought I played a smart game.''
Even after his team fought back and gave the Rebels a scare, Johnson was fuming in the wake of his second straight SEC loss. The Commodores fell at Auburn last week 31-6.
''I told the team, 'If y'all expect us to come in here as coaches and talk about how well we did, y'all have got another coming,' '' Johnson said. ''Cause we should have won the football game
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