The next week Tennessee upset seventh-ranked Georgia Tech 21-7, but then the following week lost to Ole Miss in Memphis and lost their starting quarterback Charlie Fulton, which gave way for the debut of Dewey "Swamp Rat" Warren under center.
Tennessee finished the SEC schedule beating Kentucky and Vanderbilt easily, but still had one game left on the regular season schedule, a date with fourth-ranked UCLA in Memphis at Liberty Bowl stadium.
The Bruins were led by future Heisman Trophy winner Gary Beban, running back Mel Farr, and coached by Memphis native Tommy Prothro.
Tennessee was headed to the Astro Bluebonnet Bowl in Houston, and the Bruins had a Rose Bowl date waiting. It was dubbed the "Rosebonnet Bowl" by Tennessee radio announcer George Mooney. It turned out to be better than any bowl game.
Tennessee fumbled the opening kickoff and UCLA took advantage and scored eight plays later. Tennessee did not fold as Warren rallied the Vols to take a 20-7 lead at halftime.
The two teams traded the lead in the second half and then the Bruins got a late score to take the lead 34-29.
Warren then led Tennessee down the field, throwing key passes to Johnny Mills to get Tennessee down to the one yard line.
On 4th-and-goal, Warren took the snap on a pass play, saw that no one was open and decided to take matters into his own hands. Warren ran left, and with much determination squeezed the ball across the goal line for the go-ahead score.
Warren's teammates were terrified when they saw him try to run it in. Knowing he was slow, they thought it may take him about 15 minutes to get to the goal line.
Tennessee then got a two-point conversion to make the score 37-34. However, the Vols still had to kick off and give the Bruins one last shot.
UCLA got to midfield and Beban heaved one last pass that was intercepted by Tennessee's Bob Patrella. Here it got ugly as Patrella, caught up in the moment did not hear the final gun go off and started running the ball back. He happened to be running down the wrong side of the field, and UCLA player Paul Horgan stormed off the UCLA bench and sucker-punched Patrella. He was knocked cold, and had several lacerations that required twelve stitches.
The Bruins' behavior got even worse. Prothro spent his time complaining about poor officiating and clock management. He stated after the contest, "For the first time in my life, I am ashamed to be a Southerner."
Of course the Tennessee spirits were at an all time high as thousands of fans waited in the cold for the team to return to Knoxville. Tennessee went on to defeat Tulsa 27-6 in the Bluebonnet Bowl to finish the season 8-1-2 and ranked seventh in the nation.
The 1965 season will be remembered on Rocky Top for the highs of the tie with Alabama and the thrilling win against UCLA, but it will also be remembered for the lows following the loss of three coaches.
One thing was certain—this season brought Tennessee back to the national stage, where during the next six seasons the Vols would win three SEC Championships.
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