Chris Warren rattled in a twenty five foot 3-pointer with 2.9 seconds left as the Ole Miss Rebels (14-8, 2-5) upset number 10 Kentucky (16-5, 4-3) 71-69.

Nearly 9,000 fans packed into Tad Smith Colisieum for the Rebel's first ever "Red Out."

Senior point guard Chris Warren lead the Rebels in scoring with 22 points and 3 assists.

The Rebels trailed most of the first half but only trailed by one at halftime by a score of 35-34.

Ole Miss then took the lead 5 minutes into the second half, a lead they wouldn't surrender until the 14 second mark.

With the game on the line, Chris Warren took the inbounds pass and stepped up to make the game winning shot with a hand in his face.

Kentucky's Doron attempted a desperation 3- pointer as time expired, but his attempt fell short.

Chris Warren wasn't the only Rebel making the highlight reels. Rebel forward Reginald Buckner completed a half court steal with an commanding slam dunk early in the second half. He would later follow up his performance with an impressive block of a Brandon Knight dunk.

The Wildcats shot better from the field (49%) than the Rebels (43%) and also had an advantage in 3 point field goals. The Rebels had an edge at the free throw line as they shot 82% compared to Kentucky's 77%.

The Rebels hit the hardwood again Saturday when they face 14-6 Arkansas in Fayetteville. The game will be broadcast on ESPN 2 at 5 PM CT.