Oxford, MS -- (Sports Network) - Chris Smelley threw for 327 yards and three touchdowns, as the South Carolina Gamecocks knocked off the Ole Miss Rebels, 31-24, in SEC action at Vaught-Hemingway Stadium.

Jason Barnes stayed busy in the passing game for South Carolina (4-2, 1-2 SEC), finishing with seven catches for 76 yards and two TDs.

Jevan Snead threw for 243 yards and a touchdown for the Rebels (3-3, 1-2), who couldn't carry the momentum from last week's upset win over Florida.

Ole Miss drove 76 yards on its opening possession, with Cordera Eason crossing the goal line on an eight-yard run.

Ryan Succop answered with a 48-yard field goal for South Carolina, but the Rebels came back with another long drive. This time, it was Dexter McCluster capping a 72-yard drive with a five-yard touchdown scamper, as Ole Miss jumped out to a 14-3 lead.

The offensive slugfest would continue on the ensuing possession, when Smelley and Barnes hooked up for a 20-yard scoring strike to make it a 14-10 game with 14:07 remaining in the second quarter.

One minute later, SC's Nathan Pepper scored on a 29-yard fumble recovery to give the Gamecocks a 17-14 lead.

Snead put the Rebels back on top with a 24-yard touchdown pass to Brandon Bolden with six minutes to play in the half.

The scoring settled down until the 1:51 mark of the third quarter, when Smelley found Barnes for a six-yard touchdown pass, putting SC on top, 24-21.

Midway through the fourth quarter, Smelley connected with Joe Hills for a four-yard touchdown pass to pad the Gamecocks' lead.

The Rebels could only manage three more points on a 37-yard field goal by Joshua Shene with 3:48 to play.

As a team, the Gamecocks only managed 2.2 yards per carry on the ground, but they made up for it with big plays in the passing game. Smelley averaged a hefty 10.2 yards per attempt.