Chad Kelly threw for 282 yards and two touchdowns and ran for another score to lead No. 23 Mississippi over No. 12 Georgia 45-14 on Saturday.
The Rebels (2-2, 1-1 Southeastern Conference) dominated every phase of the game, building a lead of 31-0 by halftime and 45-0 by midway through the third quarter.
Ole Miss broke a 10-game losing streak in the series dating to 1996.
"I can't think of a time in my lifetime where a team has done that to Georgia," said Ole Miss coach Hugh Freeze.
Georgia (3-1, 1-1) lost its first game under new coach Kirby Smart and looked overmatched. To make matters worse, star running back Nick Chubbinjured an ankle in the second quarter and didn't return.
It was an impressive win for the Rebels, who finally built a big lead they didn't give away. Ole Miss led Florida State by 22 points and Alabama by 21 this season before losing both games.
"We've certainly had experiences that we should have learned from," Freeze said.
Kelly was sharp from the opening series, completing 18 of 24 passes and adding a 41-yard touchdown run right through the middle of the Georgia defense. Tight end Evan Engram led the Rebels with six catches for 95 yards.
"When we get in a rhythm, it's hard for people to stop us," Engram said.
Brian Herrien led the Bulldogs with 78 yards rushing and two touchdowns. Freshman quarterback Jacob Eason had a tough day, completing just 16 of 36 passes for 137 yards and an interception.
Georgia: The Bulldogs were an interesting bunch after three straight wins to start the season, but after being stomped by the Rebels, it doesn't look like Georgia is anywhere near being an elite team.
Ole Miss: The Rebels needed this one after blowing big leads in losses to Florida State and Alabama. Ole Miss proved it still can be a force in the SEC this season despite a tough September. Said Freeze "I think we're getting better. We've by no means arrived, but we've played a difficult schedule and easily could have won the games."
Georgia: The Bulldogs probably tumble in the rankings after being outplayed in pretty much all aspects of the game.
Ole Miss: Look for the Rebels to jump a few spots.
Georgia: The Bulldogs host Tennessee next week in an SEC Eastern Division showdown.
Ole Miss: The Rebels host Memphis in a non-conference game.