Ole Miss (3-2) jumped out to a 14-0 lead in the first quarter against the Tigers for a second straight season, but this time held on for the victory. Memphis beat Ole Miss 37-24 last season after falling behind by two touchdowns early.
There would be no such comeback Saturday. Memphis (3-1) made this one interesting for a while, but couldn't keep up with the Rebels' high-scoring offense.
"We know the only people who can stop us is ourselves," Kelly said. "We ran the ball, we threw the ball around a little bit and the guys up front protected me."
Ole Miss continued its trend of playing great in the first half, jumping out to a 24-7 by halftime. Kelly completed 17 of 24 passes for 200 yards and Jason Pellerin ran for two touchdowns before the break.
The Rebels might be the best team in the country if games lasted just two quarters. They've outscored opponents 131-40 in the first half and had the lead in all five games.
Ole Miss was a little shaky to start the second half -- Memphis scored two quick touchdowns in the third quarter to pull to 27-21. But the Rebels responded with two touchdowns of their own -- including a 12-yard strike from Kelly to tight end Evan Engram -- to take control of the game.
"Offensively, we answered when we needed to," Ole Miss coach Hugh Freeze said.
First-year coach Memphis coach Mike Norvell said he was proud of the team's effort, but that the Tigers made too many mistakes to pull off a road win.
"Turnovers, communication issues, penalties, missed tackles -- all those things that can't happen in a close game with a quality opponent," Norvell said. "This team still has some things to clean up."
Memphis: The Tigers were an interesting team after three blowout wins against Southeast Missouri, Kansas and Bowling Green. But the Ole Miss offense was too much for the Memphis defense, finishing with 624 total yards.
Ole Miss: The Rebels have won two straight games for the first time this season. It gives the program some momentum going into a bye week before difficult back-to-back road games against Arkansas and LSU.
Memphis: The Tigers received a few votes in last week's poll after a big win over Bowling Green. That probably won't happen again.
Ole Miss: The Rebels will likely climb a few stops.
Memphis hosts Temple on Thursday.
Ole Miss has a bye next week. The Rebels play at Arkansas on Oct. 15.