Mississippi @ Memphis preview

Last Meeting ( Sep 27, 2014 ) Memphis 3, Mississippi 24

Two of the top five offenses in the nation will square off Saturday when No. 12 Ole Miss visits No. 22 Memphis in an intriguing matchup between two teams that have been held below 40 points a combined three times all season. The Tigers are fourth in the country in points per game (47.8), while the Rebels are fifth (46.8).

Memphis has been one of the biggest surprises in the country, posting at least 50 points in wins over Cincinnati and Kansas and rallying from a poor start its last time out, when it overcame a 10-0 deficit to top USF 24-17. "It's a quality, quality football team and they're playing with great confidence," Ole Miss coach Hugh Freeze said. "And they have what a lot of us desire in a really sound, good quarterback [in Paxton Lynch]. He's one of the better ones I've seen on film." Of course, the Rebels have a quality quarterback of their own in Chad Kelly, who passed for a career-high 384 yards in last week's 52-3 triumph against New Mexico State. Still, Laquon Treadwell, who made an acrobatic touchdown catch in the victory, told reporters that Ole Miss "can get so much better."

TV: Noon ET, ABC. LINE: Ole Miss -10.5

ABOUT OLE MISS (5-1): The Rebels are facing a ranked opponent on the road for the third time this season with the two previous games (a thrilling win at Alabama and a pummeling at Florida) providing very different results. This time around, Ole Miss certainly will rely on the combination of Kelly and Treadwell, who has 35 receptions (nearly twice as much as any of his teammates) and posted a season-high 136 receiving yards on eight grabs the last time out. On the downside, Ole Miss offensive tackle Laremy Tunsil - a player the team hoped would be reinstated for this contest - will not be eligible until next week's matchup at Texas A&M.

ABOUT MEMPHIS (5-0): Memphis is riding a 12-game winning streak - the third-longest active run in the country - and has had 15 days to prepare for this contest. Lynch has surpassed 300 yards passing in each of the last four games and has 10 touchdowns without an interception on the season. The Tigers have been particularly efficient on third and fourth downs this year, converting 47.2 percent of their third downs (14th nationally) and 5-of-6 fourth downs (10th nationally).

EXTRA POINTS

1. Ole Miss topped Memphis, 24-3, last season, holding the Tigers to 104 yards of offense.

2. The Tigers have committed only four turnovers all season.

3. The Rebels lead the SEC with nine interceptions.

PREDICTION: Ole Miss 49, Memphis 41