BATON ROUGE, La. (AP) -- Mississippi, already known as a tough team to run against, showed that it is also a tough running team on Saturday night when the Rebels pounded out enough yards to run away with a 42-23 victory against LSU.

"I thought our people up front on both sides of the ball set the tempo, particularly in the second half when things got close," said Mississippi coach David Cutcliffe. "It was as fine a job offensively as I've seen of just taking the football and running it like you're supposed to."

Deuce McAllister had 229 all-purpose yards and two touchdowns and Joe Gunn ran for 135 yards and two scores for Mississippi (unranked ESPN/USA Today Coaches Poll, No. 25 AP).

McAllister, who has averaged 129 all-purpose yards per game this season, scored his second touchdown on a 6-yard run with 7:56 left in the game. Gunn scored his second on a 42-yard scamper with 1:47 left to cap the Rebels' scoring.

"Me and Deuce got real comfortable and got in a groove," Gunn said."We felt we had a chance to take over the game, it went our way and we got the victory."

It's the first time two backs have rushed for over 100 yards against LSU since Florida did it 1996.

"Defensively, their ability to run on us the way they did really hurt us," said LSU coach Gerry DiNardo. "They just knocked us off the ball most of the game when they decided that's what they wanted to do."

Mississippi overcame two first-half fumbles and an interception to take a halftime lead and then ground LSU down with a punishing running game that gained 323 yards. Ole Miss had 426 yards to LSU's 280.

"They came out and ran the power play play after play and we failed to stop it the whole night," said LSU defensive lineman Johnny Mitchell. "That one play beat us the whole night. We knew the run was coming, we just couldn't stop it."

Cutcliffe said it didn't take him long to come to the same conclusion Mitchell reached -- the run was the way to go.

"It's a funny thing calling plays," Cutcliffe said. "Sometimes you start off running the ball well, and then you thing, `I better play-action or something. But this time I told the staff on the headset, `Guys, I am not going to throw it. We are just going to run."'

The Rebels also scored on a 5-yard touchdown pass by Romaro Miller, who was 10-of-23 for 103 yards, one touchdown and an interception.

The victory gave the Rebels (6-2, 3-2 Southeastern Conference) a 6-2 record for the second straight season and their third consecutive year with at least six victories. It is the Ole Miss has done that since going 6-5 three years in a row from 1975-77.

LSU (2-6, 0-6) has lost six straight for the first time since 1992.

As impressive as Mississippi's running game was, its defense against the rush, ranked No. 5 in the nation, was even better.

Ole Miss held the Tigers to 15 yards running on 25 attempts. Domanick Davis led LSU with 24 yards on 11 carries. Rondell Mealey, who had 11 yards on six carries, left the game early in the third quarter after getting hit in the head. He didn't return.

LSU quarterback Josh Booty continued to alternate between good plays and big mistakes. He completed 22 of 38 for 256 yards and three touchdowns and an interception. He was also sacked twice _ stretching Mississippi's streak to 19 regular season games with at least one sack.

LSU's struggling offense, aided by two Ole Miss penalties that provided first downs, got an early boost with a 59-yard touchdown drive that put the Tigers up 7-0 eight minutes into the first quarter. Abram Booty scored on a 27-yard pass from Josh Booty.

Mississippi answered with an 80-yard scoring drive ending with a 5-yard touchdown reception by Cory Peterson that tied it at 7. McAllister, who had 145 yards, including 92 rushing in the first half, picked up 33 in that drive.

On Ole Miss' next possession, McAllister fumbled on Mississippi's 29, setting up Jerel Myers' 24-yard touchdown reception that made it 14-7 six seconds into the second quarter.

Ole Miss tied it on a 2-yard run by Gunn. And when a bad snap on a LSU punt turned the ball over on the Tigers 16, the Rebels handed it to McAllister four straight times. He reached the end zone from the 2 to put Ole Miss ahead 21-14 at the half.

On LSU's first play of the second half, Shawn Johnson hit Josh Booty just as Booty unloaded a pass. Safety Ronnie Heard snatched the ball and ran 26 yards to put Mississippi ahead 28-14.

LSU stayed close with a field goal and a second touchdown reception by Abram Booty that cut the gap to 28-23 going into the fourth quarter.