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North Carolina, though still not a member of the North Carolina Athletics Association, agreed to play members of the Association despite their refusal the previous year, though still a member of the Southern Intercollegiate Athletic Association. It is not clear whether the Athletic Association made their requirements more lax or if North Carolina agreed to abide by their rules, but it is more likely that the NC Athletic Association agreed to relaxed their rules.

North Carolina opened their season just a few days after A&M played Oak Ridge on October 12th, playing the cadets for their annual University Day football game. The Blue and Red of Oak Ridge, who had fallen 0-10 to the Farmers two days earlier, lost to UNC 0-28. Oak Ridge never made a first down thoughout the entire game (The Tar Heel, October 18th, 1901, pp. 1-2).

A&M unfortunately did not fare much better against UNC that the Oak Ridge boys. Local papers wrote that the Red and White was "given a drubbing" and that "A. and M. [was] used up on the gridiron." A&M lost 0-39, with all 39 of the Tar Heels' points coming in the first half. Reportedly, the Farmers "braced up and carried the ball to Carolina's five yard line" in the second half, but time expired before the goal could be made. This near-score and Carolina's lack of scoring was explained by the papers through the fact that the scrubs were put in in the second half (News and Observer, October 17th, 1901, p. 1; The (Raleigh) Morning Post, October 17th, 1901, p. 7).

Council started off the first half, which was 20 minutes long, by kicking to A&M's 20 yard line. A&M made no gain. From there, an unspecified team was called for an off sides play, resulting in a 10 yard penalty. After two more rushes and no gain, the Blue and White got the ball. The 'Varsity scored nearly instantly after a 10 yard run by Berkley was capped by another 11 yards of running by Foust and Council, Council carrying the ball across the goal line. The goal was missed, and UNC was up 0-5 after just 3 minutes of play.

Former UNC player, Richardson, kicked the ball off back to his former teammates far enough to cause a touchback, which brought the ball back up to the 25 yard line. There, Council kicked 35 yards. Carolina's kick was caught by Richardson, "who is downed in his tracks by Smathers." The Farmers failed again to gain a first down. Carr gained 5 yards for Carolina and then Berkley ran the ball the remainder of the distance to the goal line. After another 2 minutes of play, the Tar Heels were up 0-10 after missing their second goal.

A&M kicked off, sending the ball 20 yards, to Jones, who brought the ball 10 yards forward to the 45 yard line. Berkley ran for 10 yards, but the Carolina was called for off sides and penalized 10 yards on second down. The Blue and White were stopped for the first time that day, and the Red and White got the ball right around midfield. The Farmers were unable to build on their first stop, and in three downs gave the ball right back to the Tar Heels after a "small gain." After 2 runs for 10 yards by Berkley and Carr and an additional pickup of 4 yards by Carr, Berkley tore off a 70 yard touchdown run; Berkley's run was the fifth longest recorded run in UNC history at the time (Barrier, p. 12). The Chapel Hill boys made their first goal of the game, and after a total of 7-1/2 minutes of play the score stood 0-16 in favor of the Tar Heels.

Next came what was likely the most memorable play of the game, as both the News and Observer and The Morning Post specifically mentioned it in their brief post-game reports. The Red and White kicked the ball to the Tar Heel 20 yard line (or 10, if The Morning Post is to be believed over The Tar Heel). There, Graves "secures the ball and turns down the field, after innumerable dodges and zig-zags runs he is free from further obstruction and scores a touch down in less than a minute after the kick off." The News and Observer called the play "a beautiful run." UNC's kicking continued poorly; after missing the goal, the score was 0-21. Tar Heel historian Smith Barrier agreed with the estimation of The Morning Post and credited Graves with a 90 yard touchdown kick return, the White and Blue's first ever against NC State, and only their third kick return touchdown in school history. Graves' return was the longest in school history at the time, and held that mark until 1922, when A. M. McDonald broke that record in yet another game against NC State (Barrier, p. 13).

The Red and White again kicked the ball, kicking 30 yards. The kick return ended at the UNC 35 yard line after a 10 yard return by Graves, UNC's former FB but now-QB called "an underweight quarterback who played in a forest of giants" by UNC historian Barrier (Rappoport, p. 110). UNC advanced the ball 23 yards on carries by Carr, Foust, Berkley, and Council. At the end of the drive, Makely subbed in for Carr, and then got tackled "behind the line at a loss," causing UNC to reach 3rd down. Instead of attempting to convert the down, Council of UNC kicked the ball a distance reported as 50 yards. Given the events that took place afterwards, either this kick's length was exaggerated or the distance gained on other plays was overestimated, as the distances do not add up. A&M failed to gain a first down or any yardage at all, and instantly gave the ball back to UNC. After a short 4 yard run by Makely, Council ran for 10 yards and Berkley for 20 yards, after which Foust secured the touchdown. After that, UNC's team did an interesting play I have not yet seen mentioned in A&M's football games so far; the "punt out." Normally, after a team scored a touchdown, the scoring player would place the ball on the ground where he touched it down after crossing the goal line, and the goal kick would be attempted from there. But if a team elected to try to do a punt out, the player who made the the touchdown would instead pount the ball out of the goal back into the field of play to a teammate, who had to recover the ball using a "fair catch," which required the catching player to catch the ball before anyone else on his team or the ground could touch the ball, and then "makes a mark with his heel and takes not more than one step thereafter." Assuming the punt out and fair catch trick succeeded, the team would be allowed to try a kick from the new location, which, when properly executed, should allow for a much easier kick. This daring play allowed Graves to make just his second goal of the day (out of four known attempts) to make the score 0-27. The whole drive took 4 minutes.

The Farmers kicked the ball 40 yards this time, but Makely advanced the ball 20 yards, giving the same result of the ball being on the 30 as the previous time. After Council and Makely combined for just 4 yards, Council punted the ball 30 yards away. The Mechanics again recovered the ball but made no distance. Upon getting the ball back, the 'Varsity was looking to score; Foust ran for 10 yards, and immediately thereafter Makely tore off a 50 yard touchdown run. The goal was made for a third time, and the score became 0-33 in favor of the White and Blue.

A&M again kicked the ball away to UNC; Graves received the kick and then kicked it back towards the Farmers. Richardson caught the ball for the Red and White, but was tackled by Council before he could advance the ball. A&M again failed to get a first down, and kicked the ball away on their third down; Graves again caught the kick and advanced the ball 10 yards. Only two more plays would need to be run by UNC to make the touchdown: a 15 yard run by Berkley and a run for the remainder of the distance by Foust. Council of UNC again pulled off the fair catch trick, which allowed them to kick a third goal and make the score 0-39.

The remainder of the half saw little action of any importance. Graves returned A&M's kick a second time, knowing that the chances of the Red and White getting a first down were quite slim. Cox of UNC tackled the kick returner before he could make any gains, and Richardson then kicked the ball 20 yards away, where Cox fell on the ball "beyond the line," though it is not clear to me which line this is referring to. Council then punted the ball 10 yards, where Richardson caught the ball but was tackled by Smathers before he could make any gain. The first half ended with the ball on A&M's 30 yard line.

The second half, which was only 15 minutes long, got a sigificantly more abbreviated description. The second half was only 15 minutes long (as opposed to the 20-minute length of the first half), but in that half "A. & M. made [a] better showing." Reportedly, the ball was in Carolina's territory for much of the second half. In the closing two seconds of the game, A&M had the ball right on Carolina's goal line--within either the 2, 4, or 5 yards, depending on the report. UNC's student paper described the play as follows: "A. & M. had two yards and two seconds to make a touch down in it. The quarter back fumbled and the visitors lost their last and only chance of scoring." The game ended with A&M scoreless, the score 0-39 in favor of the Tar Heels. Local papers conceded that the only reason A&M held their own in the second half was because "scrubs were substituted in the second half" (The Tar Heel, October 23rd, 1901, pp. 1-2; The (Raleigh) Morning Post, October 17th, 1901, p. 7; News and Observer, October 17th, 1901, p. 1).

Reportedly, Orr, of UNC, "was game to the end, in spite of broken fingers." Despite this, the work of Foust, Council, and Smathers were lauded for the Tar Heels; no player on the Farmers earned an honorable mention (The Charlotte Daily Observer, October 17th, 1901, p. 2). Despite their loss and pour showing, "the [A&M] boys were in good spirits and good trim" when they returned from Chapel Hill (News and Observer, October 18th, 1901, p. 12).

Joel Whitaker, constant assistant in A&M football's early days, wrote that the loss "was directly due to the tackle back play" which UNC had learned from their coach, Jenkins, from Yale. He would soon find a way to use that play to their advantage (The Red and White, Vol. IX, No. 4 (December 1907), p. 157).