Ole Miss took a 21–3 halftime lead on two touchdown passes from Romaro Miller (who went 12-of-17 for 158 yards in the first half, a contrast to his 6-of-11 in the second half) and a Deuce McAllister touchdown run of 80 yards.
Oklahoma however scored on a Heupel touchdown pass to Quenton Griffin to make it 25–24 with 2:17 remaining.
But the Rebels had one last drive in them, and Les Binkley's 39-yard field goal won the game for the Rebels as the clock expired, giving Ole Miss their fourth straight bowl win.
Oklahoma set the record for most passing yards in an Independence Bowl with 390 yards, as Heupel was named co-MVP, along with Tim Strickland, who had an interception for Ole Miss.
The Rebels have returned to the Independence Bowl just once, in 2002 where they defeated Nebraska behind the arm of Eli Manning 27-23.