LEXINGTON, Ky. — When the last place SEC run defense (Ole Miss, 261.1 yards per game) faced off with the last place SEC pass defense (Kentucky, 266.6 yards per game), it figured to be a shootout. Saturday’s matchup at Kroger Field between the Wildcats and Rebels did not disappoint on that front, as the two teams traded scores throughout the Rebels’ 37-34 victory.

After Kentucky went ahead in the final 2 minutes, the Rebels answered, scoring the winning touchdown on a D.K. Metcalf’s tough catch with 5 second left.

Kentucky jumped to a 10-point advantage in the middle of the third quarter, but the Rebel defense stiffened, and slowed Kentucky enough for Ole Miss to take control of the game. With help from a last-second touchdown from Jordan Ta’amu to Metcalf, the Rebels improved to 4-5 in the typically topsy-turvy SEC, and the Wildcats fell to 6-3, as Georgia officially clinched the SEC East title.

In front of representatives of the Citrus Bowl and the Belk Bowl, Kentucky opened the game with a 36 yard field goal from Austin MacGinnis, only the second time they had scored on their first possession all season. The Rebels answered with a 13 yard scoring pass from Jordan Ta’amu to A.J. Brown. It was Ta’amu’s first touchdown as a Rebel, and he added three more touchdowns in the air.

Kentucky answered with a pair of short Benny Snell touchdown runs in the first half, the latter of which, with 13 seconds, gave UK a 20-17 halftime advantage which they would not relinquish. The first score was set up by an across-the-field throwback from WR Lynn Bowden to QB Stephen Johnson, which went for 32 yards. The second was set up by freshman Isaiah Epps outfighting a Rebel defender for a 28 yard catch in the closing seconds of the half. Kentucky was 16 for 17 passing in the first half for 160 yards, and also rushed for 107 yards in the opening stanza.

Kentucky scored to open the second half on a 46 yard pass from Johnson to tight end C.J. Conrad, but then went cold, punting on its next three possessions. After the third Kentucky punt, Ole Miss scored on a 49 yard Gary Wunderlich field goal seconds into the fourth quarter to take a 30-27 lead. Jordan Ta’amu was 31 for 40 for the Rebels for 382 yards and four touchdown passes to lead Ole Miss.

After the two teams traded punts, Kentucky began a critical possession at the own 5 yard line with 8:36 to play. The Wildcats alternated runs and passes, pounding away with sophomore running back Benny Snell as the drive neared paydirt. Snell took the ball in from the one with 2:14 to play, as Kentucky pulled ahead 34-30. Snell finished the game with 28 carries for 176 yards and three scores. Ole Miss had one last shot for the victory, and moved methodically down the field with Ta’amu at the helm. A called fumble at the seven yard line was reversed by replay, and the suspense of the game was prolonged, before Ta’amu hit Metcalf in the corner with the game winner.

Next week, the Rebels will host Louisiana-Lafayette in Oxford before they will conclude their SEC slate by attempting to play spoiler in a home game against Texas A&M and on the road at Mississippi State. Kentucky travels to Vanderbilt, and then will finish their season on the road at Georgia and at home against in-state rival Louisville.