GAINESVILLE, Florida (Ticker) -- Eli Manning taught Chris Leak a thing or two.
Manning completed two key passes to set up a one-yard touchdown run by Vashon Pearson with 70 seconds left and Mississippi intercepted Leak three times in a 20-17 upset of No. 24 Florida, the Gators' first home loss to an unranked opponent in 14 years.
Pearson's touchdown capped an eight-play, 50-yard drive that included passes of 19 and 12 yards from Manning to Chris Collins. Pearson was taken out for a play by coach David Cutcliffe before going into the end zone on third down.
"I knew when he put me back in, I had to get in," Pearson said. "I know if I didn't get in, he was going to cuss me out."
"We had two plays to put it in. You don't want to take two," Manning said.
Manning, who elected to remain at Mississippi for his senior season, completed 17-of-29 passes for 262 yards, including a 58-yard pass to Bill Flowers late in the third quarter that set up a 23-yard field goal by Jonathan Nichols that cut the lead to 17-13.
Florida (3-3, 1-2 SEC East) had one more chance after Pearson's touchdown, but Leak, a highly touted freshman making his second career start, had a long pass intercepted by Eric Oliver.
Leak completed 14-of-27 passes for 234 yards and two scores, but was intercepted three times.
"I'm still going to work hard. These are the times that you get better," Leak said. "Once you get through these, you can move forward and be a whole lot better."
Mississippi (3-2, 2-0 SEC West) picked off Rex Grossman four times in a 17-14 win over Florida last season.
Florida has lost two in a row to the Rebels for the first time since dropping four in a row from 1946-1958.
"To beat Florida two years in a row, not many people do that," Mississippi defensive lineman Jesse Mitchell said.
The Gators had won 58 straight home games against unranked opponents since losing to Ole Miss in 1989.
"We were fortunate at the end because people made plays," Cutcliffe said. "We will go forward and learn from this, taking it one game at a time to move forward."
It was another big day for Manning, who passed for 1,054 yards in the previous three games, the highest three-game total in school history.
Manning has defeated Florida twice while his brother, Peyton, failed in four tries to top the Gators as the quarterback at Tennessee.
"We're 2-0 in the SEC," Manning said. "That's where we want to be."
Ran Carthon of Florida carried 18 times for 108 yards, but it was not enough to prevent the rare loss at "The Swamp."
"We've got a long way to go," Zook said. "As I told the players, we've got to circle the wagons. There is going to be a lot of noise in the system."
Leak started strong, throwing an 18-yard touchdown pass to tight end Ben Troupe to cap a 12-play, 74-yard drive that gave the Gators a 7-3 lead with 5:57 left in the first quarter.
Troupe caught four passes for 63 yards.
Leak and O.J. Small hooked up on a pair of passes to increase the lead to 14-3 midway though the second quarter. Small grabbed hold of a 52-yard pass that gave the Gators a first down at the Mississippi 3. Two plays later, Small made an over-the-shoulder catch in the corner of the end zone for a five-yard score.
Ronald McClendon answered quickly for Ole Miss, racing 52 yards for a touchdown on a draw play that cut the lead to 14-10 with 7:49 left in the period.
McClendon carried eight times for 107 yards.
Linebacker Matt Farrior intercepted Manning near midfield late in the second quarter, leading to a 36-yard field goal by Matt Leach that made it 17-10 at halftime.
Nichols opened the scoring with a 33-yard field goal 2:38 into the game. The score was set up by a 41-yard pass from Manning to Mike Espy.
The Rebels missed an excellent scoring opportunity midway through the third quarter when Espy caught a 26-yard pass from Manning to the Gator 3. But Espy was stripped of the ball by Cory Bailey, who recovered near the goal line.
Collins caught five passes for 72 yards.
