Darren McCaleb got Southern Miss on the board first with a 31-yard field goal to give USM an early 3–0 lead.
Cody Hull scored on a 1-yard touchdown run in the 3rd quarter, to give Southern Miss a 17–10 lead.
Quarterback Nick Noce found wide receiver Manuel Burton in the end zone for a touchdown to tie the game at 17–17.
USM quarterback Dustin Almond connected with wide receiver Shawn Nelson for a 29-yard touchdown pass and a 24–17 lead.
Dustin Almond threw a second touchdown pass to Shawn Nelson to make the final margin 31–19.