The Ole Miss offense came into the game averaging 64 points per game -- tops in the nation.
Ole Miss had to settle for three field goal attempts when inside Vanderbilt's 20. Two were made and one was blocked, which helped keep the Commodores in the game much longer than most expected.
Ole Miss (4-0, 2-0 Southeastern Conference) broke the game open midway through the fourth quarter when Walton ran for a 3-yard touchdown after two long runs earlier in the drive.
Ole Miss' Laquon Treadwell caught eight passes for 135 yards. Kelly completed 24 of 42 passes and a touchdown but also threw two interceptions.
Arguably the game's biggest play came late in the third quarter, when Cale Luke blocked a Vanderbilt punt to give the Rebels the ball at the Commodores' 20. Seven plays later Robert Nkemdiche ran for a 1-yard touchdown to give Ole Miss a 20-13 lead.
Nkemdiche, a 296-pound junior who usually plays defensive tackle, has scored three touchdowns this season.
Special teams and the defense saved the Rebels when the offense was sputtering. Linebacker Denzel Nkemdiche had a career-high 14 tackles, including 12 solo.
Vanderbilt stayed within striking distance all night thanks to a defense that didn't give up big plays and generally played mistake-free football.
But the Commodores couldn't find much room to work on offense against the Rebels' suffocating defense.
The Ole Miss offense couldn't gain traction, looking little like the one that had put up gaudy numbers during the first few weeks. Kelly threw an interception on the game's opening drive and never looked particularly comfortable in the pocket.
Vanderbilt briefly took the a 3-0 lead thanks to a 28-yard field goal following a 19-play, 73-yard drive that featured five third-down conversions.
It was the first time the Rebels had trailed all season and the deficit seemed to jolt them awake. Kelly found Damore'ea Stringfellow in the front corner of the end zone for a 20-yard touchdown on the ensuing drive to push Ole Miss ahead 7-3 late in the first quarter.
The momentum was short lived. The Rebels moved the ball well at times but routinely bogged down in the red zone, failing to get much push with its offensive line.
Ole Miss coach Hugh Freeze mixed and matched formations close to the goal line, bringing in several different combinations of players. Nothing worked until Robert Nkemdiche plowed through the line in the third quarter.