KNOXVILLE, Tenn. (WATE) — Tennessee used a potent offense and an opportunistic defense to dispense Florida for the second time since 2004 with a 38-33 victory in Neyland Stadium on Saturday.

The Tennessee offense didn’t skip a beat without star wide receiver Cedric Tillman. Bru McCoy, with five catches for 102 yards and a touchdown, and Ramel Keyton with three catches for 69 yards filled in admirably in Tillman’s absence.

This game got interesting late. After a Montrell Johnson touchdown run, Florida head coach Billy Napier decided to go for two instead of kicking the extra point. The Vols stopped them on the try to preserve an 11-point lead.

After stopping Tennessee on downs, Florida drove 71 yards in seven plays capped by a Ricky Pearsall touchdown reception with seven seconds remaining, but another failed two-point conversion kept the Vols ahead by five.

Florida recovered the onside kick, but Richardson was picked off by Tennessee’s Kamal Hadden as time expired to preserve the win for the Vols.

Tennessee struck first on a 32-yard field goal from Chase McGrath to take a 3-0 lead with 1:11 to play in the first quarter.

Florida’s offense had an answer early in the second quarter, Anthony Richardson found Keon Zipperer on a 44-yard touchdown connection to put Florida on top 7-3.

The Vols’ secondary struggled, giving up 453 yards through the air and allowing Richardson’s first two touchdown passes of the season.

The Tennessee offense kept the deafening crowd in the game when Bru McCoy was uncovered on a 70-yard pitch and catch from Hendon Hooker. The Vols scored on the very next play when Hooker called his own number from four yards out. Tennessee led 10-7 with 11:59 remaining in the first half.

Hooker continued his efficient play completing 22 of 28 passes for 349 yards with two touchdowns. He also rushed for 112 yards on 13 carries and another score.

Anthony Richardson ran for his fourth touchdown of the season from seven yards out to give Florida a second-quarter lead 14-10.

Tennessee flipped the game with a Hooker to McCoy seven-yard scoring strike with seven seconds left in the first half, then took the second half kickoff and went 60 yards in nine plays capped by a Hooker 16-yard touchdown pass to Jabari Small to give them a 24-14 lead with 12:08 to play in the third quarter.

After a Richardson touchdown run the Vols extended the lead back to 31-21 with a one-yard touchdown run by Jabari Small with 3:38 left in the third quarter.

Small finished with 19 carries for 90 yards and two total touchdowns.

Early in the fourth quarter, the Vols really took control of the game when Omari Thomas ripped the ball away from Richardson; Jeremy Banks recovered the fumble. Tennessee then went on a 10-play, 87-yard drive using 4:39 capped by a Jaylen Wright five-yard touchdown run.

Tennessee was perfect in the red zone (6-6) making them 22-22 on the season with 19 of those scores being touchdowns.