Travis Henry was flying high for the Vols, but the rest of the offense fell flat.(AP)

His offense, with the exception of Travis Henry's 135 yards rushing, was another matter.

"We've got a million miles to go," Fulmer said after the No. 13 Vols used touchdown passes to Cedric Wilson and Donte' Stallworth, a safety, excellent kicking and a generally stout defensive effort to hold off the charging No. 22 Golden Eagles.

Tennessee built a 19-3 lead after three periods on a 5-yard touchdown pass from Joey Mathews to Wilson in the first half, a 51-yard TD pass from A.J. Suggs to Stallworth, a field goal, and Will Overstreet's safety.

Then Southern Mississippi came roaring back with touchdown drives of 83 and 96 yards in the fourth quarter. The last TD came with 55 seconds left to play.

"Southern Miss had us on our heels at the end, but we had enough," Fulmer said.

Southern Miss coach Jeff Bower said the Eagles didn't do anything differently toward the end of the game, except execute what they'd been trying to do all along.

"It was a good effort by our team but it wasn't good enough," Bower said.

Henry ran for 135 yards on 19 carries behind the Vols' revamped offensive line.

"It was an incredible effort by Travis Henry, without a whole lot of help blocking at times," Fulmer said.

The Vols defense stifled the Eagles until the two long drives in the fourth quarter, while the Tennessee offense struggled behind new quarterbacks Joey Mathews, A.J. Suggs and even on occasion Eric Locke, a wide receiver by trade.

Southern Miss managed 303 yards of total offense -- 179 of in the fourth quarter. Jeff Kelly was sacked nine times and the Eagles' running game was held to 71 yards in 31 attempts.

Kelly finished the night 22-of-30 for 232 yards and a pair of touchdowns.

The 83-yard drive ended on his 17-yard touchdown pass to Bobby Garner, who caught it after it caromed off the hands of intended receiver Shawn Mills.

The next drive needed two long fourth down conversions and ended on Kelly's 7-yard TD pass to Mills.

Tennessee recovered the on-sides kick and the Eagles offense wouldn't see the ball again.

The Tennessee defense contributed the safety by Overstreet and, until the two long drives, combined with punter David Leaverton to give the Vols field position advantage all night.

"The kicking game and field position were huge tonight," Fulmer said.

Tennessee won its 700th game before a Neyland Stadium-record crowd of 108,064.

Mathews' night did not begin well. His second pass attempt was a weak floater into the right flat that Southern Miss safety Leo Barnes intercepted and returned 26 yards to set up Brant Hanna's 36-yard field goal. That put Southern Miss ahead 3-0 five minutes into the game.

The fates were kinder later in the quarter. After Henry's 42-yard run put the Vols in scoring position, Mathews was hit as he threw from the Golden Eagles' 5.

The ball floated up for grabs; Tennessee's Cedric Wilson won the jump ball with Southern Miss cornerback Raymond Walls for a 7-3 Tennessee lead.

Southern Miss returned the gift field goal early in the third quarter when Mills fumbled a Tennessee punt and Will Bartholomew recovered at the Eagles' 27.

Five plays later Alex Wall's 32-yard field goal put the Vols ahead 10-3.

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