OXFORD, Miss. -- Dexter McCluster says being 5-feet-9 and 170 pounds has its advantages on the football field.

No Tennessee defender could argue with the Mississippi standout Saturday.

McCluster rushed for 282 yards and finished with 324 all-purpose yards, setting two Mississippi records, and the Rebels ran over the Volunteers 42-17.

He broke the Rebels' single-game rushing record of 242 by Dou Innocent in 1995. He eclipsed the all-purpose mark of 317 yards by Deuce McAllister in 1999.

"My size works to my advantage," McCluster said. "When they see me, it's too late."

McCluster scored on runs of 15, 23, 32 and 71 yards in Ole Miss' first win against the Volunteers since 1983.

"For 170 pounds he is special," said Ole Miss coach Houston Nutt. "He can make the first one miss. He has game-breaking speed. As you can see, he won't just run out of bounds on a long run. He'll cut back against the grain and separate to get into the end zone."

It's the most rushing yards given up by the Volunteers. Tennessee had yielded 217 yards to Colorado's Mike Pritchard in 1990 and Alabama's Bobby Humphrey in 1986.

"We didn't have a way to tackle him," Tennessee coach Lane Kiffin said. "He set a school record for rushing yards, and we probably set a record for missed tackles."

Ole Miss (7-3, 3-3 Southeastern Conference) -- off to its best start since 2003 -- clinched bowl eligibility for the second straight year with the victory.

Tennessee (5-5, 2-4) was without three of its celebrated freshmen -- wide receiver Nu'Keese Richardson, safety Janzen Jackson and defensive back Mike Edwards. The trio was arrested early Thursday morning for attempted armed robbery in Knoxville.

McCluster scored his first touchdown just 1:31 into the game and added another with 1:20 left in the opening quarter. His 32-yard scamper came in the third quarter and Ole Miss opened the fourth quarter with McCluster's 71-yarder.

"It was a big challenge to cover him," said Tennessee defensive end Chris Walker. "We had to know where he was at all times and he lines up at wide receiver and he lines up at tailback, so it was really hard to adjust to that."

Brandon Bolden added 46 rushing yards and two touchdowns for the Rebels, who finished with 492 yards of total offense, including 359 on the ground.

It was former Ole Miss coach Ed Orgeron's first return to Oxford since he was fired in November 2007 after three seasons. In his first year at Tennessee as defensive line coach the Vols have improved, but struggled against the Rebels.

Jevan Snead, who was 13 of 20 passes for 133 yards, was sacked only once.

Jonathan Compton finished 20 of 37 for 176 yards and two Tennessee touchdowns. He hit Jeff Cottam with a 16-yard TD in the first quarter and Denarius Moore with a 25-yarder in the second quarter.

But the Vols' offense never got untracked, gaining just 275 yards over all, 99 on the ground. Their only other score was a 27-yard field goal by Daniel Lincoln in the third quarter.