Kentucky out-rebounded the home team 49-36 and took 40 foul shots, 24 more than the Tigers.
"We've got to go get rebounds," Auburn coach Tony Barbee said.
Senior guard Chris Denson agreed with his coach. "We let too many offensive rebounds bite us in the butt," said Denson, who led all scorers with 26 points. Kentucky finished the game with 22 offensive rebounds and outscored Auburn 21-14 on second-chance points.
"We didn't make plays in the clutch," added Denson, who saw Kentucky take control in the closing minutes.
Neither team shot the ball well. Auburn might have had a good chance to knock off the Wildcats if K.T. Harrell had played his normal game. The junior guard was 2-15 shooting, including 0-7 on three-pointers, to finish with seven points.
Other than Denson, no Tiger scored in double figures. Tajh Shamsid-Deen came close with nine points.
Freshman Matthew Attewe played his best game. The center came off the bench to grab a career-high 13 rebounds while scoring six points.
Matthew Attewe drives to the basket.
Auburn dropped to 11-11 with its second consecutive loss and the Tigers are 3-8 in the SEC. Kentucky improved its record to 19-5 overall and 9-2 in the SEC.
For the game Auburn hit just 32.7 percent from the field, but that was better than the Wildcats who made 30.9 percent of their shots.
Auburn really struggled from three-point range making just 2-16 while the Wildcats hit 5-12.
At the foul line the visitors hit 25-40 while Auburn made 18-24.
"The guys played hard," Barbee said. "I am proud of how tough they were, but at the end of the day give Kentucky credit because they made winning plays in the game when it mattered. I?think with 10 minutes to go we had a three-point lead. From that point forward they made the majority of the winning plays and that was what this game comes down to."
Kentucky led the entire first half, building its biggest lead at 18-8 at the 12:19 mark on a three-pointer by Aaron Harrison. The Tigers then went on a 12-2 run to cut the margin to 20-18 at the 8:24 mark on a jumper by Denson, but the Wildcats stretched the margin to 28-20 by halftime.
Both teams struggled with their shooting in the half. UK made 9-30 field goals for 30 percent while Auburn hit 8-26 for 30.8 percent. Denson scored nine points for the Tigers while Shamsid-Deen added five in the half, but no other AU player had more than two points.
Shamsid-Deen shoots a floater. The freshman was Auburn's second leading rebounder with six.
Auburn took its first lead with 12:21 to play on a jumper by Denson that put the Tigers up 36-35. A dunk by Payne gave the Tigers a 38-35 lead at 11:29, but Kentucky pulled ahead for good on a basket by seven-foot center Dakari Jackson at the 7:34 mark to make the score 43-42.
The Tigers were still in striking range late, trailing 56-50 with 1:39 left, but that was as close as they would get down the stretch.
Commenting on his team's defensive job of Harrell, Kentucky coach John Calipari said, "We had some size on him. If you don't have size on him, he is really good, but you had Denson get to his left hand. I told the guys he is lefty. He will split you left, fake right, he is coming left and he just did it anyway."
Calipari said his team got an "old school" win with its toughness. "We got the rebounds that we needed to and we got out with a road win. We shot 30 percent. I am happy."
Stat of the Game: Auburn was whistled for 29 fouls, UK just 18. <
Worth Noting, Part 1: Barbee pointed out that Attewe's 13 rebounds in 29 minutes of playing time was a highlight. "That was just a glimpse of what he can be," the coach said. "He has a chance to be a warrior out there, a beast on the backboard blocking shots."
Worth Noting, Part 2: Foul trouble limited Auburn center Asauhn Dixon-Tatum to 12 minutes of playing time. He did not take a shot and finished the night with two rebounds and two blocked shots.
The Tigers return to action with a 12:30 p.m. CST home game on Saturday vs. Mississippi State in the first rematch of the season. The Bulldogs defeated Auburn 82-74 on Jan. 22nd in Starkville.