Running back Ralph Webb rushed for 123 yards and three touchdowns and Vanderbilt scored 31 consecutive points to upset Ole Miss 38-17 on Saturday night in Nashville, Tenn.

Commodores quarterback Kyle Shurmur threw for 273 yards and Vanderbilt's defense held the Rebels to a season low in points.

One of Webb's runs put Vanderbilt up 21-10 early in the third quarter on a drive that included great grabs by wide receivers Caleb Scott and C.J. Duncan, and another by tight end Jared Pinkney.

On the next drive, a fumbled exchange between Ole Miss quarterback Shea Patterson and running back Akeem Judd was fumbled, and Vanderbilt linebacker Zach Cunningham returned it to the Rebels 29. Kicker Tommy Openshaw later converted a 24-yard field goal.

After an Ole Miss punt, Webb scored from 1 yard out on a fourth-and-goal play, Openshaw's point-after putting Vanderbilt up 31-10.

A 38-yard pass from Patterson to tight end Evan Engram cut the lead to 14.

But Vanderbilt fullback Bailey McElwain scored the first touchdown of his career on a 3-yard pass from Shurmur with 8:36 left that iced it.

Ole Miss (5-6, 2-4 SEC) drove the field quickly on the game's first drive before stalling at the Vanderbilt 6. Rebel kicker Gary Wunderlich hit a 23-yard field goal for the game's first points.

Midway through the first quarter, Vanderbilt punt returner Darrius Sims muffed a punt and Ole Miss defensive back Carlos Davis pounced on it at the Vanderbilt 21. One play later, Patterson hit Judd, wide-open on the left side of the field, with a scoring strike.

Shurmur, off a play-action pass, found wide receiver Trent Sherfield wide-open down the left side of the field for a 67-yard throw to the Rebels 4.

One play later, Webb juked in from 4 yards out, with Openshaw's point-after cutting the lead to a field goal.

The Commodores (5-6, 2-5) took their first lead with 6:16 left in the half, when a 39-yard Sims run set up Sherfield's 5-yard TD catch from Shurmur.

Webb went over 3,000 rushing yards for his career in the first quarter, and ended the evening within 27 yards of the school's career rushing mark.

Rebels linebacker DeMarquis Gates, the team's leading tackler, was ejected for targeting early in the third quarter.