OXFORD — First came the Ole Miss Rebels’ shocking upset of then-No. 3 Florida.

Then the cover of Sports Illustrated.

And now a big helping of humble pie.

South Carolina quarterback Chris Smelley completed 22 of 32 passes for a career-high 327 yards and tossed three touchdowns to lead the Gamecocks to a 31-24 victory. It ruined not only the Rebels’ homecoming, but also took away momentum as they prepare for second-ranked Alabama.

“I liked the way we came out to play,” Ole Miss coach Houston Nutt said. “I thought the last game was behind us and we were mentally ready.”

South Carolina scored a pair of touchdowns in the second half and held the Ole Miss offense, which had gained 232 yards in the first half, to half of that in the second. The Rebels got a 37-yard field goal from Joshua Shene with 3 minutes, 48 seconds to play in the game to get within a touchdown.

The Gamecocks drove to the Rebels’ 35-yard line with 1:21 left, but were forced into a fourth down. Too long for a field goal and too short for a punt, Carolina ran Mike Davis up the middle for no gain and gave the ball back to the Rebels, even after Carolina coach Steve Spurrier challenged the call.

“I didn’t like the play and was trying to get Chris’ attention to call a timeout,” Spurrier said. “There were still 12 seconds on the play clock, but he wanted to snap it and hand it off. Maybe we should have sneaked it or pitched it. We need to find a better play than handing off deep in the backfield on short yardage.”

With no timeouts, the Rebels took to the air, but Carolina’s Carlos Thomas intercepted Ole Miss quarterback Jevan Snead’s second pass of the possession and the Gamecocks ran out the final minute.

“I saw everybody playing off,” Snead said of the interception. “Everybody was covered up. I should have just thrown it away. I tried to force it in there.”

Snead finished 21-of-31 passing for 243 yards and a touchdown and led the Rebels to a quick 14-3 lead. Cordera Eason and Dexter McCluster each scored on touchdown runs in the first quarter, but after that Ole Miss running backs were held to 41 rushing yards the rest of the way.

Carolina re-took the lead at 17-14 after a 20-yard touchdown pass to Jason Barnes and a 29-yard fumble recovery for a touchdown by Nathan Pepper. Ole Miss scored late in the second quarter on a 24-yard pass from Snead to Brandon Bolden.

Leading 21-17 midway through the third quarter, the Rebels appeared on their way to another touchdown, but McCluster fumbled at the Carolina 6-yard line. The Gamecocks scored on the next possession to take a 24-21 lead.

“I was trying to position the ball to hold onto it and both of them came up to hit me and jar it loose,” said McCluster, who had a similar fumble into the end zone earlier in the year in a loss to Vanderbilt. “As soon as I caught it, I turned and they were there.”

Smelley, who has started the last five games but has been entangled in Spurrier’s multi-quarterback system, capped the scoring with a 4-yard TD pass to Joe Hills. The Gamecocks’ final scoring drive started at their own 5 with them holding a 24-21 lead. Carolina moved the ball 95 yards in 11 plays capped by a 4-yard pass from Smelley to Hill for a 31-21 lead.

“I felt pretty good out there and I have felt like that before, but today we were able to execute,” Smelley said. “We were able to score some touchdowns in the red zone and take advantage of a few things.”

While the Gamecocks head to Kentucky, the Rebels get 13 days off before their showdown with No. 2 Alabama.

“We have to take this for what it is,” McCluster said of the loss. “We have to look at the positives and the negatives tomorrow and work the kinks out and get everyone healthy.”