Nebraska opened up a 7–0 lead after the first quarter and led 14–3 lead at halftime. Nebraska put the game away in the opening drive of the third quarter via their power running game, driving the opening kickoff for a touchdown to push the lead to 21–3. Nebraska’s lead jumped to 28–3 after a Scott Frost touchdown. Quarterback Peyton Manning fired a 5-yard touchdown pass to wide receiver Peerless Price to cut the lead to 28–9. The ensuing two-point conversion failed and the lead remained at 19. Nebraska then drove 59 yards in 3 plays, before running back Ahman Greenscored on a 22-yard touchdown run to move the lead up to 35–9 going into the fourth quarter.
Quarterback Scott Frost added a 9-yard touchdown run in the fourth quarter to put the game away for Nebraska. Tennessee’s back-up quarterback Tee Martin threw a touchdown pass in the final minutes, and the ensuing two-point conversion was successful, making the final margin 42–17.
Nebraska’s Green was named game MVP after rushing for an Orange Bowl record 201 yards and two touchdowns. In his final game at Tennessee, Manning completed 21-of-31 attempts for only 131 yards passing. The game was also the last for Nebraska head coach Tom Osborne, who had been at the helm since 1973.