Knoxville, TN -- (Sports Network) - Daniel Lincoln kicked a 33-yard field goal with just under three minutes remaining to give Tennessee the lead, as the 19th-ranked Volunteers held on to defeat Vanderbilt, 25-24.

Vanderbilt, which led for most of the afternoon, had one last chance to win it, but Bryant Hahnfeldt's 49-yard field goal attempt sailed just wide left.

Erik Ainge completed 29-of-43 passes for 245 yards and three touchdowns for the Volunteers (8-3, 5-2 SEC), who scored 16 unanswered points in the fourth quarter to pull off the victory.

"A lesser football team would have bagged it, possibly," said Tennessee head coach Phillip Fulmer. "Character, work ethic, it's a testament to the coaches. The leadership on our team and our seniors (really came through.) We didn't play well and we won."

Lucas Taylor caught nine passes for 90 yards and a touchdown, while Arian Foster added 106 yards on the ground for Tennessee, which can clinch a spot in the SEC title game with a victory over Kentucky next weekend.

Mackenzi Adams threw for 146 yards and three touchdowns for the Commodores (5-6, 2-6), who have lost three straight and need a win over Wake Forest next week to become bowl eligible.

Down 24-9 after Adams found George Smith for a short two-yard score early in the third quarter, the Vols put together a 10 play, 72-yard scoring drive that bridged the third and fourth quarters. On 3rd-and-7 from the Vanderbilt 27- yard line, Foster scampered 20 yards to keep the drive alive. On the very next play, Ainge hooked up with Josh Briscoe to bring Tennessee within 24-16.

Later in the fourth, Ainge orchestrated another Volunteer scoring drive, completing seven consecutive passes to set up a 1st-and-goal on the Vanderbilt five-yard line. After an incompletion over the middle, Ainge found Austin Rogers for the touchdown with just over seven minutes remaining. Looking for the tie on a two-point conversion, Ainge rolled right but was forced to throw out-of-bounds.

Clinging to a 24-22 lead, the Commodores couldn't get anything going offensively, punting after a possession of less than two minutes.

Dennis Rogan came up big for the Vols with a 35-yard return into Vanderbilt territory. The Commodores defense managed to come up with a stop, but Lincoln was true on his 33-yard attempt with 2:46 remaining to give Tennessee the lead.

D.J. Moore returned the ensuing kickoff 50 yards into Tennessee territory, but the Vanderbilt offense continued to stall and Hahnfeldt couldn't convert on the long field goal.

"We did some good things, but we just didn't win," said Vanderbilt head coach Bobby Johnson. "We came here to win and everyone in that locker room is disappointed. We lost together. It was not just one, two or three plays but it was all of the plays. All of the plays count just the same."

Tennessee got off to a quick start, as Ainge hit Taylor for a 10-yard score on the first possession of the game. Lincoln failed on the PAT attempt as the Vols led 6-0.

Vanderbilt answered in the second quarter as Adams found Brad Allen for a five-yard touchdown. Hahnfeldt was good on his extra point attempt, and the Commodores led 7-6.

Lincoln's 33-yard field goal made it 9-6 Tennessee, but Adams hooked up with Jeff Jennings for a 19-yard touchdown with just 47 seconds left in the half. The Vols then coughed up the kickoff and Hahnfeldt's 33-yard field goal with five seconds left made it 17-9 Vanderbilt heading into the locker room.

Game Notes:

Tennessee owns a 69-27-5 series lead over Vanderbilt in the all-time series...Tennessee finished with 350 total yards, while Vanderbilt ended with 270.