OXFORD, Miss. -- Chad Kelly threw for 280 yards and two touchdowns to lead No. 22 Mississippi over No. 15 LSU 38-17 on Saturday night.
Ole Miss (8-3, 5-2 Southeastern Conference) jumped out to a 24-0 by late in the second quarter and dominated for most of the game.
Kelly completed 19 of 34 passes and also ran for 81 yards and two touchdowns.
LSU (7-3, 4-3), which has lost three straight games for the first time since 1999, rallied in the third quarter to cut the deficit to 24-17, but the Rebels responded with two quick touchdowns to put the game out of reach.
LSU star running back Leonard Fournette had a decent day, with 108 yards rushing on 25 carries, but his presence was mostly neutralized after the Tigers fell into an early hole and had to throw to try and score points quickly.
Brandon Harris completed 26 of 51 passes for a career-high 324 yards, one touchdown and two interceptions. The 26 completions and 51 attempts were also career highs.
Ole Miss controlled the first half, pushing out to a 24-0 lead late in the second quarter on an 11-yard touchdown pass from Kelly to Laquon Treadwell. It was the sixth straight game Treadwell -- who finished with four catches for 58 yards -- has caught a touchdown pass.
LSU's biggest problem early in the game was mistakes -- the Tigers were penalized nine times in the first half, including four times on the opening drive.
But LSU finally found some momentum just before halftime when Harris hit a wide-open Tyron Johnson for a 39-yard touchdown to pull within 24-7 at the break. As Johnson ran untouched into the end zone, two Ole Miss players in the secondary argued about who blew the coverage.
LSU added a field goal on its first drive of the third quarter and then got a huge break when Ole Miss' Jaylen Walton fumbled on the ensuing kickoff return.
The Tigers recovered at the Ole Miss 25 and scored six plays later when William Clapp recovered a Fournette fumble in the end zone for a touchdown that cut the Ole Miss lead to 24-17.
But the Rebels responded with two more touchdowns by the end of third quarter to push the lead back to 21 points. The second one was on an impressive play call -- Kelly started to run right before throwing a short pass back across the field to Evan Engram, who ran nearly untouched for a 36-yard touchdown that put Ole Miss up 38-17.
Ole Miss leads the SEC in scoring this year with more than 40 points per game. The Rebels have scored 445 points in 11 games, which is already a school-record for a single season.
It was another rough day for LSU, which was undefeated and in national title contention just three weeks ago. The Tigers have been outscored 99-47 in three straight losses to Alabama, Arkansas and the Rebels.
LSU made mistakes at crucial times in Saturday's game. The Tigers were penalized 13 times for 95 yards, had three turnovers and fumbled four times, including twice on one series.