Ole Miss (12-2) had lost 11 straight times to Tennessee in Knoxville since a 93-88 triumph on Feb. 27, 1991.
"It's difficult to win on the road," Ole Miss head coach Andy Kennedy said. "Tennessee's a good basketball team; not many people come in here and beat them. We knew it was going to be a challenge. We wanted to get off on the right foot.
"The team that's going to be successful in this league is the one that can grind them out every three games. That's what we have to do."
Jarvis Summers scored 16 points and Murphy Holloway and Reginald Buckner each had double-doubles for the Rebels, who have won four straight games. Holloway had 15 points and 12 rebounds. Buckner scored 13 points and pulled down 15 rebounds.
But it was Henderson who was the catalyst for Ole Miss. A junior college transfer, Henderson was 8 of 19 from the floor in the win, including 3 of 12 from 3.
"Marshall settled in, knocked a couple 3s down," Kennedy said. "He scored 32 points and, to me, he had four to five minutes were it was a ‘wow' moment. But he's capable of a lot. He was good getting to the foul line 14 times. It shows it was more than just catch and shoot."
This game shaped up as a confrontation between Ole Miss' high-powered scoring attack and Tennessee's tenacious defense.
The Rebels headed into conference play leading the SEC with 83.1 points per game, which ranked them fifth nationally in scoring offense. Tennessee was yielding 58.8 points per game to rank second in the league in scoring defense.
It turned into a mismatch.
Ole Miss exceeded its season scoring average by continually getting to the free-throw line, Tennessee's usual path to victory.
Tennessee headed into Thursday having attempted 71 more free throws than its opponents this season, but the Rebels went 38 of 44 on free throws while the Vols were 17 of 26. Tennessee starters Kenny Hall and Trae Golden both fouled out.
That free-throw disparity helped Mississippi grab a 38-30 halftime lead. The Rebels were 12 of 14 and Tennessee 2 of 3 from the line in the first half.
Henderson made 13 of his 14 free throw attempts to lead Ole Miss. The Rebels capitalized on a major edge at the foul line. They went 38 of 44 on free throws, good for 86 percent. Tennessee was 17 of 26. Buckner and Holloway combined to finish 14 of 17 on free throws.
"We didn't shoot the ball particularly well," Kennedy said. "But on the road, you've got to be physical in the paint, you've got to drive it and you've got to make your free throw shots. That's what we did.
"I didn't want us to come in here and fall in love with jump shots. We've got a tendency to do that. We shoot a bunch of 3s, mainly (Henderson) over there. I wanted to make sure that we put pressure on the paint. They couldn't overplay us on the perimeter. We wanted to attack them inside-out, and I thought we did a good job of that. The free throw numbers reflect it."
That free-throw differential proved critical because neither team was connecting from long range. Tennessee missed its first eight 3-point attempts and ended up 4 of 15 from beyond the arc in the first half. Ole Miss misfired on its first 10 3-pointers and finished 7 of 26.
Ole Miss built a double-digit lead in the second half by again drawing frequent fouls.
After scoring just three points in the first half, Summers scored eight points in the first four minutes of the second half by driving to the basket. Ole Miss already was in the bonus with over 14 minutes left in the game.
This marked the third straight time Tennessee faced a double-digit deficit in the second half.
The Vols rallied to beat Xavier 51-47 after trailing by 10 with 17:56 remaining. They erased most of a 21-point margin Friday before falling to Memphis. This time, the Vols never mounted much of a comeback.
Tennessee cut the lead to five early in the second half, but the Vols wouldn't get any closer. Henderson, who entered the night leading the SEC with 18.2 points per game, heated up midway through the second half and helped the Rebels put the game out of reach.
"As I look at this stat sheet, what jumps off is we were plus-15 on the glass," Kennedy said, "which never happens to Tennessee in this building. We weren't as efficient tonight as we're capable of being, made free throws at a high rate."