MEMPHIS, Tenn. -- Paxton Lynch threw for 384 yards and three touchdowns as Memphis stunned No. 13 Mississippi 37-24 on Saturday.
Memphis (6-0) has won 13 straight games dating back to last season, which is the third longest streak in the nation. It was the first win for the Tigers over a ranked opponent since 1996.
Ole Miss (5-2) jumped out to a 14-0 lead less than six minutes into the game -- partly thanks to a 68-yard touchdown pass by receiver Laquon Treadwell on a trick play -- but Memphis responded with 31 unanswered points to take a 31-14 lead early in the third quarter.
Lynch was superb, completing 39 of 53 passes. Anthony Miller caught 10 passes for 132 yards and a touchdown.
The Rebels were able to pull within 31-24 later in the third quarter, but could get no closer. Treadwell caught a school-record 14 passes for 144 yards and a touchdown.
It was an impressive performance for the Tigers, who now have a legitimate claim at being the best team in the country that's not in a Power Five conference.
The 6-foot-7, 245-pound Lynch did whatever he wanted against the Rebels' secondary for most of the afternoon, helping the Tigers regroup following the rough start.
Ole Miss' Chad Kelly completed 33 of 47 passes for 372 yards, two touchdowns and two interceptions.
The implosion was accelerated by two questionable coaching calls.
The first was when Robert Nkemdiche, one of the team's best defensive players, was injured while running the ball in a short-yardage situation. The team said the 6-foot-5, 296-pounder suffered a concussion and he didn't return.
The second decision was even more stunning. Freeze opted to stay with his offense on fourth-and-1 even though Ole Miss was at its own 34. Kelly didn't come close to converting on the run, Memphis took over and scored a touchdown seven plays later to take a 24-14 lead going into halftime.
Memphis pushed its lead to 31-14 in the third quarter before Ole Miss finally righted itself, responding with 10 straight points. But it was too little too late.
Jake Elliott kicked a crucial 42-yard field goal with 9:44 left remaining that gave Memphis a 34-24 lead and halted the Rebels' momentum. The Tigers then used a clock-chewing drive that lasted more than seven minutes and resulted in another field goal to finish off the victory.
After that, it was time to celebrate for Memphis, which earned arguably its biggest win since beating No. 6 Tennessee 21-17 in 1996. The game drew 60,241 fans, which was the most for the Liberty Bowl since 2006.