KNOXVILLE, Tenn. — Too many third and longs. Too many penalties. Too many missed tackles. Too much Tennessee. All that and too little Felix Jones, was way too much for Arkansas.

Tennessee topped the Razorbacks, 34-13 before 104, 449 in Saturday’s SEC game at Neyland Stadium.

The Vols hog-tied the Razorbacks’ SEC-leading rushing attack while Tennessee senior quarterback Erik Ainge snapped-counted the Razorbacks into critical penalties and directed a balanced attack aiding the Vols’ defense in mostly benching Arkansas’ offense.

Ainge completed 12 of 25 for 128 yards and 2 TDs without a pick.

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Tennessee shockingly outrushed Arkansas, 151-127 on net, including Adrian Foster’s unchecked 59-yard TD off left tackle in the Vols’ first possession of the second half after a 20-3 halftime lead.

Ainge completed a 16-yard TD on missed tackles underneath to Austin Rogers on the game’s first possession and threw a 14-yard TD to Josh Briscoe, just 10 seconds before intermission after Arkansas, also scored upon by two Daniel Lincoln first-half field goals, suffered its most devastating of many three and outs.

Arkansas actually outgained Tennessee passing, but the Vols picked off three, including one from backup quarterback Nathan Emert that linebacker Jerod Mayo returned for a game-icing 34-yard touchdown.

The defeat drops Houston Nutt’s Razorbacks to 6-4 overall and 2-4 in the SEC West heading into next Saturday’s SEC West game with Mississippi State in Little Rock.

Tennessee is 7-3 overall and at 4-2 in the SEC is in contention to win the East with two SEC games to play.

Coming off a 48-36 victory over South Carolina with 542 yards rushing, the Razorbacks seemed ripe to run all over Knoxville.

But Phil Fulmer’s Vols kept them more off rhythm than Rosanne Barr singing the National Anthem.

“ We were out of rhythm, ” Nutt said. “ They did a good job turning ever ything inside. Tennessee stayed on the field it seemed the whole first half [20: 55 to 9: 55 ]. We get nothing first down. We get nothing second down. It’s third and 10 and that’s not our game. ”

The postgame off rhythm theme seemed the only beat the Hogs sustained in Knoxville.

“ Our whole team was out of rhythm, ” Arkansas junior running back Darren McFadden said. “ I never got it going. The team never got it going. They did a great job on defense. ”

Heisman Trophy candidate McFadden still topped 100 yards, 118 on 22 carries, but the Vols kept him check through their 20-3 first half and vastly curtailed the McFadden-quarterbacked WildHog formation that was so effective against South Carolina.

McFadden always has said his partner in big-play crime, fellow junior star running back Felix Jones, is the key as the running back in the WildHog.

D-Mac proved himself too much a prophet. Jones, 166 yards rushing versus South Carolina, had just 3 carries for 5 yards Saturday before exiting permanently in the second half with the thigh bruise he suffered during the first half.

Jones’ availability for the Mississippi State game seems iffy for now.

“ Losing Felix — that was a big loss, ” McFadden said.

Nutt and offensive coordinator David Lee concurred.

However Jones or no Jones, Tennessee came out with a fire in its eye that Arkansas couldn’t match.

“ They were berserk at a fever pitch, ” Lee, also the quarterbacks coach, said. “ I think we were ready, but not ready at the level they were. And the quarterbacks [starter Casey Dick and Emert in a couple of relief series ] were not effective and that’s my fault. ”

Arkansas committed enough self-inflicted wounds to bleed like stuck pigs.

The Hogs were penalized 12 times, one, a motion penalty on McFadden, forced the Hogs to settle in the third quarter for Alex Tejada’s second field goal, a 42-yarder, instead of a possible touchdown drive.

The defense — eight penalties including a personal foul that helped a Tennessee field goal drive — was called offsides six times.

“ There’s no excuse for that, ” Nutt said. “[Ainge ] did a good job mixing up snap counts but you can’t be offsides and line up offsides. That’s ridiculous. ”

Sophomore defensive end Malcolm Sheppard, an earnest overachiever usually among the most disciplined defenders, was thrice guilty offsides.

“ I started the game off wrong with two penalties on the opening drive [an 11-play drive capped by Ainge’s 16-yard TD pass to Austin Rogers a 10: 15 ], ” Sheppard said, “ That was a letdown to the team and it carried over to the next quarter. ”

And Tennessee carried it to them.

“ They have a good offensive line, ” Sheppard said. “ Better than I thought it would be. Ainge is the best quarterback we’ve faced. ”

Fullback Peyton Hillis, stopped on fourth and six inches, summed the afternoon: “ It was just one of those games, where they did everything right and we did everything wrong. ”

Arkansas’ offensive line, senior right tackle Nate Garner lamented, committed too many wrongs to give Hillis on that play, and McFadden most of the day, the chance to do right.

“ They were a lot better than we thought they were going to be, ” Garner said. “ And we didn’t keep our feet moving sticking to our blocks like we did last week. ”

Jones’ 49-yard kick return, the lone time Tennessee kicked deep to him, enabled Arkansas to respond to Tennessee’s touchdown with a 31-yard Tejada field goal after McFadden was denied on third and six from the 15.

“ We sputtered too many times in the Red Zone, ” Nutt said.

Their lone TD was Michael Smith, also catching a 36-yard WildHog flea flicker from Dick after a McFadden 20-yard run, capping a 9-play 84-yard drive with a 9-yard run with 8: 27 left in the game.

That score pulled Arkansas to down, 27-13.

Implausible but not impossible for an Arkansas comeback until Tennessee kept the ball to 3: 19 and then Mayo took Emert’s pass and any doubt with it.

“[Tennessee ] didn’t play like we had seen on film, ” Arkansas senior linebacker Weston Dacus said.