Led by quarterback Charlie Brewer's 493 yards of total offense, Baylor racked up 688 yards in a 45-38 upset of Vanderbilt in Thursday evening's Texas Bowl at Houston's NRG Stadium.

The Bears held the ball for 35:26, and scored the game-winning touchdown when Brewer found Marques Jones on a short hitch route, which Jones took 52 yards down the right sideline and into the end zone with 1:50 left.

The Commodores (6-7) couldn't convert on their ensuing possession, and also missed a touchdown opportunity the drive before, settling for a 33-yard Ryley Guay field goal.

It wasted a tremendous effort from running back Ke'Shawn Vaughn, who set a career high with 243 yards on just 13 carries. Vaughn scored a pair of first-quarter touchdowns and set up a fourth-quarter score with a 66-yard dash, his third-longest run of the night.

That last dash set up one of three touchdowns for running back Khari Blasingame, whose 1-yard run with 9:31 left put the Commodores up momentarily, 35-31.

The lead lasted 16 seconds. Trestan Ebner caught a short pass from Brewer and easily raced 75 yards. Guay tied things with a field goal on the 'Dores next trip, setting up the Brewer-to-Jones game-winner.

Brewer ran for 109 yards, and was one of four Bears to score a rushing touchdown. Baylor finished 7-6 after winning one game last season.

Quarterback Kyle Shurmur threw for 286 yards, ending his career with 8,865 career yards. he passed Jay Cutler's career record during the first half of the game.

It's the fifth losing season in five years for coach Derek Mason, whose VU team beat Ole Miss and Tennessee in the last two games to get bowl eligible. The Commodores were four-point favorites.

VU: Khari Blasingame 65-yard pass from Kyle Shurmur, Ryley Guay PAT. (3 plays-65 yds-0:56 TOP, 14:04/1st) VU, 7-0

BAY: Connor Martin 23-yd FG. (12-69-4:48, 9:16/1st) VU, 7-3

BAY: John Lovett 12-yd run, Martin PAT. (9-73-4:35, 2:19/1st) BAY, 10-7

VU: Ke’Shawn Vaughn 68-yd. TD run, Guay PAT. (4-81-1:56, 0:23/1st) VU, 14-10

BAY: JaMycal Hasty 18-yd. TD run, Martin PAT. (8-75-3:50, 11:33/2nd) BAY, 17-14

VU: Vaughn 69-yd TD run, Guay PAT. (3-81-1:36, 9:57/2nd) VU, 21-17

BAY: Trestan Ebner 34-yd. run, Martin PAT. (6-75-2.06, 12:54/3rd) BAY 24-21

BAY: Brewer 1-yd. run, John Mayers PAT. (10-88-3:42, 4:51/3rd) BAY 31-21

VU: Blasingame 2-yd. run, Guay PAT. (3-54-1:24, 0:16/3rd) BAY, 31-28

VU: Blasingame 1-yd. run, Guay PAT. (3-80-1:00, 9:31/4th) VU, 35-31

BAY: Trestan Ebner 75-yd. pass from Brewer, Mayers PAT. ( 1-75-0:12, 9:19/4th) BAY, 38-35

VU: Guay 33-yd. FG (13-59-5:49, 3:30/4th) Tied-38

BAY: Marques Jones 52-yd. pass from Brewer, Mayers PAT (4-75-1:40, 1:50/4th) BAY, 45-38