Ole Miss set a Thompson Boling Arena record, hitting 38-of-44 free throws to help down the Vols 92-74.
Marshall Henderson had a career-high 32 points in the SEC opener for both teams.
The win gives the Rebels their first road victory over the Vols in 22-years.
Jarvis Summers scored 16 points, while Murphy Holloway and Reginald Buckner each had double-doubles for the Rebels; Holloway with 15 points and 12 rebounds, Buckner with 13 points and 15 rebounds.
Jordan McRae matched his career high with 26 points for Tennessee, which closed a six-game home stand with its second consecutive loss.
Ole Miss has won it's last 4-games.