Tied 17-apiece at the break in front of 61,005 fans at Vaught-Hemingway Stadium, the Rebels exploded for 24 unanswered points in the final two quarters as they won for the first time in this series since 2008.
The loss dropped the Bulldogs to 8-4 overall and 4-4 in SEC play, while Ole Miss improved to 6-6, 3-5.
Defensively, MSU had few answers for the Rebels' fast-paced offense. Behind the play of quarterback Bo Wallace, running back Jeff Scott and wideout Donte Moncrief, Ole Miss manufactured 527 yards of offense.
Wallace accounted for 294 yards through the air on 15-of-22 passing, while Scott totaled 111 yards on 28 carries. Moncrief, though, proved to be the key as he hauled in seven passes for 173 yards and three scores.
But it was Jamal Mosley who gave the Rebels the quick 7-0 lead after he hauled in a 25-yard strike from Wallace on their first possession.
However, the celebration was short-lived as the Bulldogs responded on the ensuing kickoff when Jameon Lewis went untouched for 100 yards to the end zone.
After Ole Miss closed the gap to 14-10 on a 43-yard field goal, it regained the lead at 17-14 when Wallace hooked up with Moncrief for a 77-yard scoring strike.
But with 3:21 left until the break, Deven Bell evened the score with his 23-yard field goal.
After forcing the Bulldogs to punt on their opening possession of the third quarter, the Rebels responded with a 41-yard field goal by Bryson Rose for a 20-17 advantage, one they never relinquished.
The Bulldogs finished with 333 total yards, with Russell completing 18 of his 33 passes for 268 yards. Bumphis was his favorite target, as the Tupelo, Miss., native had six receptions for 146 yards.