| 1st Quarter | | MEM | TENN |
| Memphis at 15:00 | MEM | TENN |
| | Paulo Henriques kickoff for 63 yards returned by David Oku for 69 yards to the Memph 24. | 0 | 0 |
| Tennessee at 14:50 | MEM | TENN |
| 1st and 10 at MEM 24 | Montario Hardesty pass incomplete. | 0 | 0 |
| 2nd and 10 at MEM 24 | Jonathan Crompton pass complete to Denarius Moore for 7 yards to the Memph 17. | | |
| 3rd and 3 at MEM 17 | Montario Hardesty rush for 14 yards to the Memph 3 for a 1ST down. | | |
| 1st and Goal at MEM 3 | Montario Hardesty rush for 2 yards to the Memph 1. | | |
| 2nd and Goal at MEM 1 | Jonathan Crompton pass incomplete to Bryce Brown. | | |
| 3rd and Goal at MEM 1 | Bryce Brown rush for 1 yard for a TOUCHDOWN. | 0 | 6 |
| | Daniel Lincoln extra point GOOD. | 0 | 7 |
| | Chad Cunningham kickoff for 67 yards returned by Chris Hobbs for 21 yards to the Memph 24. | | |
| DRIVE TOTALS: TENNESSEE drive: 6 plays 24 yards, 02:07 TENNESSEE TD |
| |
| Memphis at 12:53 | MEM | TENN |
| 1st and 10 at MEM 24 | Team rush for a loss of 13 yards, fumbled, recovered by Memph Will Hudgens at the Memph 12. | 0 | 7 |
| 2nd and 22 at MEM 12 | Curtis Steele rush for 2 yards to the Memph 14. | | |
| 3rd and 20 at MEM 14 | Will Hudgens pass incomplete to Curtis Steele. | | |
| 4th and 20 at MEM 14 | Matt Reagan punt for 41 yards, fair catch by Dennis Rogan at the Tenn 45. | | |
| DRIVE TOTALS: MEMPHIS drive: 3 plays -10 yards, 01:29 MEMPHIS PUNT |
| |
| Tennessee at 11:24 | MEM | TENN |
| 1st and 10 at TENN 45 | Jonathan Crompton pass incomplete to Luke Stocker. | 0 | 7 |
| 2nd and 10 at TENN 45 | MEMPHIS penalty 15 yard Pass Interference accepted, no play. | | |
| 1st and 10 at MEM 40 | Jonathan Crompton pass complete to Quintin Hancock for 33 yards to the Memph 7 for a 1ST down. | | |
| 1st and Goal at MEM 7 | TENNESSEE penalty 5 yard Delay of Game accepted. | | |
| 1st and Goal at MEM 12 | TENNESSEE penalty 15 yard Personal Foul accepted, no play. | | |
| 1st and Goal at MEM 27 | Montario Hardesty rush for 10 yards to the Memph 17. | | |
| 2nd and Goal at MEM 17 | Jonathan Crompton pass complete to Gerald Jones for 17 yards for a TOUCHDOWN. | 0 | 13 |
| | Daniel Lincoln extra point GOOD. | 0 | 14 |
| 2nd and 20 at TENN 30 | TENNESSEE penalty 5 yard Offside accepted. | | |
| | Chad Cunningham kickoff for 62 yards returned by Chris Hobbs for 20 yards to the Memph 33. | | |
| DRIVE TOTALS: TENNESSEE drive: 4 plays 55 yards, 01:52 TENNESSEE TD |
| |
| Memphis at 9:32 | MEM | TENN |
| 1st and 10 at MEM 33 | Curtis Steele rush for 5 yards to the Memph 38. | 0 | 14 |
| 2nd and 5 at MEM 38 | Will Hudgens pass complete to Duke Calhoun for 13 yards to the Tenn 49 for a 1ST down. | | |
| 1st and 10 at TENN 49 | Will Hudgens pass complete to Carlos Singleton for 5 yards to the Tenn 44. | | |
| 2nd and 5 at TENN 44 | Curtis Steele rush for 3 yards to the Tenn 41. | | |
| 3rd and 2 at TENN 41 | Timeout MEMPHIS, clock 7:12. | | |
| 3rd and 2 at TENN 41 | Will Hudgens sacked by Chris Walker for a loss of 6 yards to the Tenn 47. | | |
| 4th and 8 at TENN 47 | Matt Reagan punt for 47 yards for a touchback. | | |
| DRIVE TOTALS: MEMPHIS drive: 5 plays 20 yards, 03:10 MEMPHIS PUNT |
| |
| Tennessee at 6:22 | MEM | TENN |
| 1st and 10 at TENN 20 | Jonathan Crompton pass complete to Gerald Jones for 23 yards to the Tenn 43 for a 1ST down. | 0 | 14 |
| 1st and 10 at TENN 43 | TENNESSEE penalty 5 yard False Start on Cody Sullins accepted. | | |
| 1st and 15 at TENN 38 | Bryce Brown rush for 5 yards to the Tenn 43. | | |
| 2nd and 10 at TENN 43 | Jonathan Crompton pass complete to Quintin Hancock for 8 yards to the Memph 49. | | |
| 3rd and 2 at MEM 49 | Montario Hardesty rush for no gain to the Memph 49. | | |
| 4th and 2 at MEM 49 | Jonathan Crompton pass complete to Denarius Moore for 12 yards to the Memph 37 for a 1ST down. | | |
| 1st and 10 at MEM 37 | Jonathan Crompton pass incomplete to Denarius Moore. | | |
| 2nd and 10 at MEM 37 | Bryce Brown rush for 3 yards to the Memph 34. | | |
| 3rd and 7 at MEM 34 | Montario Hardesty rush for 5 yards to the Memph 29. | | |
| 4th and 2 at MEM 29 | Montario Hardesty rush for no gain to the Memph 29. | | |
| DRIVE TOTALS: TENNESSEE drive: 9 plays 51 yards, 04:27 TENNESSEE DOWNS |
| |
| Memphis at 1:55 | MEM | TENN |
| 1st and 10 at MEM 29 | Will Hudgens pass complete to Duke Calhoun for 9 yards to the Memph 38. | 0 | 14 |
| 2nd and 1 at MEM 38 | T.J. Pitts rush for 4 yards to the Memph 42 for a 1ST down. | | |
| 1st and 10 at MEM 42 | T.J. Pitts rush for 1 yard to the Memph 43. | | |
| 2nd and 9 at MEM 43 | Will Hudgens pass complete to Marcus Rucker for 2 yards to the Memph 45. | | |
| | End of 1st Quarter | | |
Memphis 28, 
Tennessee 56