MEMPHIS, Tenn. -- Fans wearing blue and white jumped out of the stands, and on to the field at the Liberty Bowl wanting to record one of the biggest wins in school history.

Mississippi fans wearing red filed out of the exits as quickly as possible, hoping to get a jump on home, or any place that didn't have a Tigers fan nearby.

A month after rising to No. 3 in the country following an unforgettable road win at Alabama, the Rebels lost a very forgettable road game, 37-24, to the Tigers of the American Conference Saturday afternoon. It was the second loss in three weeks for the No. 13 Rebels, who seemed to have peaked with the win over the Crimson Tide.

"We still have a lot to play for as far as conference goes, but our character will be tested," Ole Miss coach Hugh Freeze said. "Injuries have hurt us, but that's not the reason we didn't play well today. I've got to coach them better, and we have to have better leadership in the locker room."

For the first six minutes of Saturday's matchup with the Tigers, Ole Miss looked like it did against Alabama. The Rebels were loose, fast and scoring points. By halftime, it was Memphis that looked more like a team from the SEC than the Rebels. And things didn't get any better for the Rebels, who never could find a way to slow down the Tigers, a team that hadn't beaten a ranked team since Peyton Manning was the quarterback of Tennessee in 1996.

"I'm not really sure what happened. We have to get better. You got to give all the credit to Memphis, they did a great job," said Ole Miss quarterback Chad Kelly, who finished with 372 yards and two touchdowns in the loss. "Memphis played hard, they played to the whistle. They knew what they were doing. We got to come back and this is really where we all have to come together. We have to realize that if we want a good season, we have to change it around right now."

The victory will only continue to shine light on the Tigers, and their head coach, Justin Fuente. Even after the Tigers fell down two touchdowns, his team continued to believe.

"I think there was a moment of realization today," Fuente said. "My message to the team was, you don't have to be better than you are. You don't have to be someone you aren't. The best you is what we need. We need you to prepare and for you to play well."

Ole Miss was up and down all day, in all three phases. They were impressive early on offense as they jumped out to a two-score lead behind the passing of Kelly, and a well-executed trick play from wide receiver Laquon Treadwell.

Then, Memphis quarterback Paxton Lynch and the Tigers started to figure things out on offense. Lynch matched Kelly throw for throw, and then some. In the first half, Lynch completed 19 of his 26 attempts for 191 yards. Of course his two touchdowns were better than the Kelly's one. Lynch finished the game with 39 completions for 384 yards and three scores.

Outside a fifth 300-yard throwing day from Kelly, and the 68-yard completion for a touchdown from Treadwell to Quincy Adeboyejo on the second play from scrimmage, Ole Miss fans had little to cheer about.

Memphis turned the tide for good by dominating the second quarter, outscoring the Rebels 24-0. Memphis had superior stats in the first half, at least in the categories that really matter. The Tigers scored all four times they were in the red zone and converted four of seven third-down conversions. Ole Miss was just two of seven on third down, and zero for two on fourth down.

All of the offensive stats were a dramatic improvement for the Tigers, who were held to just 104 yards in a 24-3 win for the Rebels in Oxford in 2014. Memphis (6-0) had no issue driving for points, scoring 31 unanswered before the Rebels (5-2) finally stopped the bleeding with a touchdown by Treadwell. The Rebels got as close as seven points (31-24) before Lynch and the Tigers garnered a field goal from Jake Elliott following a nine-play, 36-yard drive. Memphis added insult to injury, running out the clock on the Rebels, who generated just 40 yards on the ground.

NOTES: Ole Miss WR Laquon Treadwell finished with a career-high 14 catches for 143 yards. His total broke the single-game record in Ole Miss history. ... Memphis defeated the Rebels for the first time since 2004. It was the first win for the Tigers at home over the Rebels for the first time since 2003 when DeAngelo Williams trumped Eli Manning in a shootout. ... Ole Miss likely will drop into the 20s in the Associated Press rankings, while the Tigers will join those rankings for the first time this year. ... Ole Miss will return to action next Saturday against No. 9 Texas A&M at home. A time for the contest has not been set.