OXFORD, Miss. (AP) -- Inspired by the memory of Walter Payton, Deuce McAllister had another all-around game and No. 23 Mississippi got revenge against Arkansas.

	Deuce McAllister breaks loose to score on a 100-yard kickoff return.

McAllister returned the opening kickoff 100 yards and rushed for 125 yards and two more touchdowns as Ole Miss (7-2, 4-2 Southeastern Conference) beat Arkansas 38-16 Saturday.

Before the game, Ole Miss coaches challenged the players to envision one player they wanted to play like. McAllister thought of Payton, the NFL career rushing leader and Mississippi native who died this week of bile duct cancer.

"I wanted to go out and leave it all on the field. Like Walter Payton, every time he touched the ball he was physical, one guy was not going to bring him down. That's what I tried to be," said McAllister, who like millions of others saw a lot of film of Payton this week.

"If I can do half of the things he could do, I'll have a pretty good career."

McAllister had a career-high 317 all-purpose yards, his third straight game with more than 250, as the Rebels avenged a 34-0 loss from a year ago and virtually eliminated the Razorbacks (5-3, 2-3) from the SEC West race.

On the opening play of the game, McAllister took the kick at the goal line, made several cuts, got a key block at the 35 and outraced a lone defender the rest of the way to put Ole Miss ahead for good.

Two plays after Ken Lucas intercepted Clint Stoerner's pass, McAllister took a handoff off right tackle, weaved toward the left sideline and broke three tackles along the way before diving into the end zone to complete a 40-yard TD run with 11:07 left in the first half to make it 28-3.

"That was tremendous run," Ole Miss coach David Cutcliffe said. "Deuce is a playmaker, a big playmaker, a threat every time he touches the ball."

Arkansas cornerback Orlando Green had a hand on McAllister, but only for a second. "I had him tackled one time, but he just shook free," he said.

In addition to his 125 yards rushing on 21 carries, McAllister had two more kickoff returns for 58 yards and caught two passes for 34 yards.

After winning three straight SEC road games for the first time since 1990, the Rebels finally won a league game at home. In the process, they avenged the loss at Fayetteville last year that started a three-game losing streak after another 6-2 start.

"It was a great win for us. They dominated us last year and we tried to return the favor," McAllister said.

McAllister had both of his rushing touchdowns in a 68-second span early in the second quarter, pushing the Rebels ahead 28-3.

Just before Lucas' interception, McAllister dove in from a yard out to cap a 14-play, 73-yard drive during which Arkansas had two key penalties.

Ole Miss was set up for a 39-yard field goal on fourth-and-2 when Arkansas jumped offsides. On third-and-goal from the 4, the Rebels got another first down when 280-pound noseguard Curt Davis was penalized for a late hit on Ole Miss quarterback Romaro Miller after an incomplete pass.

Arkansas, which had won its last three games by an average margin of 37 points, scored both of its touchdowns in the fourth quarter, 1-yard runs by Stoerner and Chrys Chukwuma.

"We were shellshocked right at first, and that had a snowball effect," Arkansas coach Houston Nutt said. "That's not the way you want to start off in someone else's backyard. Deuce was the man out there, he was the difference."

Stoerner had hit 42 of his previous 54 passes for 524 yards and eight TDs, but was just 15-of-34 for 211 yards with three interceptions and no touchdowns against the Rebels. On the other side, Miller hit 12-of-22 for 232 yards.

Defensive back Syniker Taylor intercepted one of Stoerner's passes and also caught Miller's TD pass, a 78-yard reception on the first offensive play of his college career to make it 14-0.

"That's as good a team victory I've been around in some time," Cutcliffe said. "There were too many stars to point out anyone. ... That's what you want."

After an Arkansas punt in the first quarter, Taylor took off on a post pattern and Miller hit him in stride near the 20 when he shed Green.

Between the late Arkansas TDs, Miller scored on a 1-yard plunge after Al Rice batted Stoerner's pass, pulled down the interception and returned it 6 yards to the 1.

Ole Miss had a 31-3 lead on Les Binkley's 30-yard field goal at the end of the first half. After Anthony Magee blocked an Arkansas punt in the final minute, McAllister had an 11-yard gain to set up the field goal.