Southern Miss quarterback Dustin Almond got Southern Miss on the board first with a 37-yard touchdown pass to wide receiver Otho Graves, to give the Eagles an early 7-0 lead. Later in the first quarter, Dustin Almond scored on a 1-yard touchdown run to increase the lead to 14-0. In the second quarter, kicker Nick Bazaldua got North Texas on the board with a 24-yard field goal to make it 14-3. Before halftime, Darren McCaleb connected on a 45-yard field goal to give USM a 17-3 halftime lead.
In the fourth quarter, linebacker Michael Boley returned an interception 62 yards for a touchdown to give Southern Miss a 24-3 lead. Sherron Moore added a 1-yard touchdown pass to increase the lead to 31-3. Quarterback Scott Hall threw an 11-yard touchdown pass to Johnny Quinn to cut the lead to 31-10. That would be the final score of the game.