The Tigers were led by 23 points and seven rebounds from sophomore forward DeWanna Bonner, who suffered an ankle sprain in the second half, but returned to the court to finish the game.
Auburn rallied from a 13-point first half deficit and took the lead for the first time with 12:36 to play on a jump shot by Whitney Boddie, who scored 19 for the Tigers. AU then built its largest lead at 47-44 at the 12:05 mark on a basket by Bonner.
The game stayed close the rest of the way, but the Wildcats held on for the road win thanks to 16 points and 20 rebounds from Jennifer Humphrey, 15 points and five rebounds from Carly Ormerod and 14 points and six rebounds from Sarah Elliott.
Auburn shot just 38.7 percent from the field and really struggled in the first half, making just 30.3 percent from the field. UK hit 49.2 percent from the field and enjoyed a 43-35 rebounding edge.
Auburn turned the ball over just 10 times, three fewer than Kentucky, and hit 15-21 free throws while UK made just 5-11 to make the game close. Three-pointers weren't a major factor as Kentucky hit 1-7 while the Tigers made just 2-8.
Sherell Hobbs added 10 points for the Tigers, but only two other players scored. Jordan Greenleaf played 36 minutes and totaled three points and four rebounds while Alexis Ogubie scored two points.
The Tigers will have a will to regroup before playing at LSU with a 2 p.m. tipoff next Sunday.
"We were not able to stop their inside game," Auburn coach Nell Fortner said. "They were just bigger and stronger than we were all day long. We didn't have an answer for that."
Fortner added, "Trading baskets with them in the half-court is not good for us. We need to play fast and they need to slow it down and play half-court offense."
Commenting on the Tigers, UK coach Mickie DeMoss said, "I thought they would maybe be a little bit more physical in there, but you never know from game to game. Watching film we were anticipating a little bit more of a physical game, but I think our size was a big advantage and we were able to make shots inside."