There were four reasons for that loss:
1) Tennessee ran the ball 49 times for 85 yards. (stubborn, much?)
2) Peyton Manning threw two very costly interceptions, one in the end zone which killed their only good drive of the game and then another from their own 20 which was returned to the 1 yard line setting up the first Memphis touchdown.
3) On Kevin Cobb's kickoff return for a touchdown, the officials made a blatant error. They missed his forearm and elbow clearly touching the ground after a hit and they allowed him to get up (while Tennessee thought the play was over) and run the majority of the way for a bogus TD. Those were SEC officials too. Roy Kramer was p***ed after the game.
4) On Memphis's final possession, Tennessee's secondary was inexcusably beaten on a deep ball which set up the game-winning touchdown. Our corner, I think it was Goodrich (just a freshman at the time), should have had help from the Safety but Tori Noel (a great player) was busy picking his nose.
"Perfect storm" has become a cliche... but in the case of that game, it applies. It was the worst game of Peyton Manning's college career (factoring in the strength of the opponent) and we couldn't run the ball to save our butts but also stubbornly refused to abandon the run... and although the defense had played well (against an inept offense) until the last drive, they were inexcusably beaten deep by a QB with a weak arm with the game on the line. And then you had the non-call on the kick off return....