Quarterback Nick Mullens threw two touchdown passes and ran for two more, and running back Ito Smith rushed for a career-high 173 yards and a touchdown as Southern Miss scored the final 34 points to upset Kentucky 44-35 on Saturday in Lexington, Ky.

Mullens was 18 of 28 for 258 yards and overcame three first-half interceptions as the Golden Eagles (1-0) scored on seven straight possessions en route to snapping a 13-game losing streak versus SEC foes. Southern Miss running back George Payne ran for 100 yards.

Sophomore quarterback Drew Barker was 15 of 24 for 323 yards and four touchdown passes -- including two to wide receiver Garrett Johnson -- for the Wildcats (0-1), who fell to 21-3 against Conference USA after leading 35-10 late in the first half. Barker, who was intercepted once, threw for 36 yards in the second half.

Johnson finished with 163 receiving yards while cornerback J.D. Harmon intercepted two passes for Kentucky.

The Wildcats seemed to take control with a series of big plays. Wide receiver Jeff Badet caught a screen pass near the line of scrimmage and raced 72 yards for a touchdown and Barker connected with Johnson for a 43-yard score 2:06 later.

Wide receiver Kayaune Ross' 9-yard touchdown catch on third-and-goal gave Kentucky a 21-7 lead after one quarter and came seven plays after a spectacular one-handed interception by Harmon.

Barker and Johnson hooked up again, this time for 53 yards to put the Wildcats on top 28-7 in the second quarter.

Mullens and wide receiver Isaiah Jones combined for a 71-yard score with 26 seconds left in the first half and Mullens called his own number for a 1-yard score on the opening drive of the second half to trim the deficit to 35-24.

The Golden Eagles got to within 35-31 when Mullens found tight end Julian Allen in the corner of the end zone for an 18-yard touchdown midway through the third quarter. Mullen scored the go-ahead touchdown on another keeper from the 1 on fourth down with 1:01 left in the third.

Parker Shaunfield salted the game away with two field goals -- a 49-yarder with 10:30 remaining and a 25-yarder with 2:24 left.