Dec. 4, 1965 at Memphis

In a game dubbed the "Rosebonnet Bowl" by the assembled scribes, it was an offensive show without parallel in Volunteer history. The Vols trailed early, led 20-7 at half and fell behind in the 4^th quarter, before Dewey Warren led an eleventh-hour rally for the winning score.

The game had it all. UCLA recovered a fumble on the opening kickoff and scored quickly. The Vols responded with scores on three consecutive possessions and led 20-7 at the half. UCLA returned the favor in the 3^rd quarter and led 28-20 going into the final period. Here began a wild 4^th quarter. The Vols got a quick TD and field goal and led 29-28, before Gary Beban led the Bruins downfield for another score. Hearts were growing faint as Warren, pressed into action when Fulton was hurt three games earlier, led the Vols goalward one last time. Mills and Walter Chadwick each caught a big pass and a penalty got the Vols inside the 10. Warren scored on fourth down at the north endzone and the Vols led. Petrella's interception clinched the game for the Vols, although it got ugly when he was decked on the UCLA sideline. UCLA coach Tommy Prothro claimed after the game he was "ashamed to be a Southerner" due to the officiating. Regardless, it was a classic game that started the great series between the two schools, which UT leads 7-4-2.