Memphis, Tenn.- Memphis’ 37-24 win over 13th-ranked Ole Miss Saturday afternoon at the Liberty Bowl made a statement about both teams.

Memphis solidified themselves as a dark-horse contender for the College Football Playoff race by handling an SEC opponent, while the Rebels proved themselves as pretenders with inconsistent play on the offensive line and in the defensive secondary.

Both offenses were headlined by their respective quarterbacks as each team moved the ball with relative ease throughout the game. The Rebels totaled 480 yards of offense and Memphis accumulated 491 total yards.

Chad Kelly finished the day with 33-47 passing for 372 yards with two touchdowns and two interceptions.

Memphis quarterback Paxton Lynch proved to be a potential first-round pick after his 384 yards and three touchdown performance. The Rebels were able to force Lynch to throw his first interception on the season.

Ole Miss wide receiver Laquon Treadwell had a school record 14 catches for a career-high 144 yards on the day.

The Rebels started off hot as they scored on the second play of the game. Chad Kelly lateraled it to Treadwell who flung it down field to junior wide receiver Quincy Adeboyejo for the 68-yard score to make it 7-0 Ole Miss.

On Ole Miss’s next drive the Rebels went nine plays for 80 yards, capped off by a 23-yard touchdown pass from Kelly to sophomore wide receiver Damore’ea Stringfellow to make it 14-0.

It all went downhill from there as Memphis would score 31 consecutive points. Memphis scored points on seven of their final 11 offensive drives including four touchdowns.

Ole Miss head coach Hugh Freeze took two costly fourth down gambles in the second quarter that shifted momentum.

After Robert Nkemdiche was stopped short on third and one at the Tiger 10 yard line, resulting in a concussion to Nkemdiche, Freeze turned down a 27 yard field goal attempt to go for it on fourth down. On the following play Jordan Wilkins lost six yards and the Rebels came away with no points.

Freeze gambled again later in the quarter. Facing a fourth and less than a foot at the Rebel 34 yard line, Freeze called a quarterback sneak. It was stuffed behind the line of scrimmage giving Memphis possession in Ole Miss territory. Memphis would turn that into a touchdown to end the first half taking a 24-14 lead into the locker room.

The difference-maker Saturday afternoon was the Tigers’ ability to convert on third down. Memphis converted 12 of 20 third down conversions with the majority being third and six or longer.

Memphis also dominated time of possession, keeping the ball for a total of 37:20, compared to the Rebels 22:32 time of possession.

Laremy Tunsil will return next week from his NCAA mandated suspension, but it may be a week too late. Without Tunsil, the Rebels offensive line continued to struggle and eventually ran out of gas towards the end. Junior offensive lineman Robert Conyers left the game in the second quarter with an apparent left knee injury. Senior Justin Bell returned to start at right guard after missing three consecutive games with an injury.

The Rebels fall to 5-2 on the season and face an uphill climb from here on out.