STARKVILLE, Miss. (AP) Mississippi quarterback Chad Kelly was a little bewildered earlier in the week by Mississippi State's trademark noisemaker, saying he was essentially a city kid who had never even been around a cowbell before.
There were thousands of them clanging in his ears on Saturday night.
The junior never seemed to mind. If anything, he thrived.
Kelly threw for 236 yards and two touchdowns and ran for another score to lead No. 19 Mississippi over No. 23 Mississippi State 38-27 at Davis Wade Stadium.
Ole Miss (9-3, 6-2 Southeastern Conference, No. 18 CFP) jumped out to a 28-3 halftime lead and was never in serious trouble during the second half. Kelly threw two touchdown passes - both to Damore'ea Stringfellow - and ran for another while Tony Bridges returned an interception 45 yards for a touchdown.
It's just the second time the road team has won the Egg Bowl in 12 years.
''It was a hard-fought win,'' Kelly said. ''Anytime you can come to someone else's home and get a victory it's huge.''
Mississippi State (8-4, 4-4, No. 21) struggled in quarterback Dak Prescott's final home game. Prescott completed 31 of 42 passes for 254 yards and two touchdowns, but was sacked seven times and rarely looked comfortable in the pocket.
''We got after him early,'' Ole Miss coach Hugh Freeze said. ''He was uncomfortable in the pocket early and that was our plan.''
Ole Miss finished its second straight nine-win regular season.
It's the first time the Rebels have won in Starkville since 2003 when Eli Manning was in his senior season. Freeze has won three Egg Bowls in his four seasons.
''I understand the importance of this game,'' Freeze said. ''I don't run from it. I realize I'll be judged upon it. It's always a huge, huge game and it sure makes Christmas much, much sweeter.''
Ole Miss found out about five minutes before the game start that it would not play for an SEC championship. No. 2 Alabama clinched the Western Division title instead with a 29-13 win over Auburn in the Iron Bowl.
But there was no early letdown for the Rebels, who stunned the home crowd with three quick touchdowns to take a 21-0 lead by the end of the first quarter.
Kelly was spectacular as Ole Miss built its lead, running for a 27-yard touchdown and then finding Stringfellow in the corner of the end zone for a 2-yard touchdown. Kelly, a Buffalo, New York, native, said he had never heard a cowbell before Saturday, but didn't seem to mind the early raucous atmosphere, calmly leading the Rebels on productive drives.
Bridges scored the Rebels' third touchdown, stepping in front of a Mississippi State receiver and returning the interception down the left sideline untouched. Prescott was hit hard as he threw - which was a common theme throughout the game.
Ole Miss slowed down a little in the second quarter, but not much. Kelly found Stringfellow again over the middle for a 36-yard touchdown and the Rebels took a 28-3 lead into halftime.
Mississippi State briefly made things interesting with 10 straight points to start the third quarter but Ole Miss responded with a 48-yard field goal from Gary Wunderlich to push its lead to 31-13 at the end of the third quarter.
Mullen said he was proud Mississippi State fought after getting down 21-0 in the first quarter. He said the Bulldogs had to absorb several injuries along the offensive line.
Starting left tackle Rufus Warren didn't dress out because of kidney stones and one of his replacements, Justin Senior, left midway through the game with an injury. Without them, Mississippi State had a hard time keeping Prescott off the ground.
''We just dug ourselves too big of a hole,'' Mullen said.
Jordan Wilkins' 38-yard touchdown run early in the fourth quarter sealed the win for the Rebels.
Kelly completed 21 of 30 passes and ran for 74 yards. Jaylen Walton ran for a team-high 93 yards.
Mississippi State's Fred Ross finished with 12 catches for 117 yards.
Follow David Brandt on Twitter: www.twitter.com/davidbrandtAP