DALLAS (Ticker) -- Tremaine Turner prevented Josh Fields and Rashaun Woods from spoiling Eli Manning's farewell party.
Turner's crucial 25-yard burst allowed Missisippi to run out the clock as the 18th-ranked Rebels overcame record-setting performances by Fields and Woods to defeat No. 22 Oklahoma State, 31-28, in the Cotton Bowl.
"Everything about this year has been great," Manning said. "It's something I will always remember. It's been a great run."
"We're all a team," said Turner, who rushed for 133 yards on 20 carries. "Eli is a great player. We just wanted to come out and show we can be physical and get the jump done running on the ground."
Fields passed for a Cotton Bowl-record 307 yards and Woods set game marks for receptions (11) and receiving yards (223) as the Cowboys (9-4) nearly rallied from a 31-14 deficit in the final nine minutes.
Woods' 17-yard TD reception pulled Oklahoma State within 31-28 with 4:38 left, but the Rebels (10-3) ran out the clock by keeping the ball on the ground.
"There are times that I have walked off the field on game day and said we didn't give him (Woods) enough of a chance to be the player he is and win the game, but I felt like today we did," OSU offensive coordinator Mike Gundy said. "We do the best we can to get it to him as much as possible."
Manning went out in style, completing 22-of-31 passes for 259 yards and two TDS in his final game. He also capped a 97-yard drive with a one-yard TD run that gave the Rebels a 31-14 lead with 12:32 remaining.
Manning joined his brother, Peyton, as one of only five quarterbacks in Southeastern Conference history to throw for more than 10,000 yards.
Mississippi, which shared the SEC West title with Louisiana State, finished with 10 wins for the first time since 1971, the season after the graduation of Archie Manning, father to Eli and Peyton.
In its first Cotton Bowl appearance since 1961, Ole Miss won its first January bowl game since 1970.
"They (our seniors) have done phenomenal things, not only this season but their entire career," Ole Miss coach David Cutcliffe said. "They have raised the bar."
Displaying the form that could make him the No. 1 pick in the NFL draft, Manning was at his best during the long drive, completing key third-down passes of 26 yards to Kerry Johnson and 22 yards to Mike Espy.
But Cutcliffe continued to play Woods in single coverage and he nearly paid for it. Woods took over, hauling in receptions of 44 and 19 yards on Oklahoma State's next possession that Vernard Morency capped with a one-yard dive on fourth down.
"We had great coverage on him (Woods)," Ole Miss lineman Josh Cooper said. "We were right there on him, but he made big plays. Congratulations to him."
The Cowboys forced a three-and-out and went back to Woods, who added receptions of 44, nine and 17 yards to bring Oklahoma State within a field goal.