The Tigers, who have been among the nation's leaders in total offense and scoring all season, managed just one offensive touchdown and 95 passing yards to go with 220 yards on the ground.
Auburn's defense, which played solidly for three quarters, broke in the fourth quarter as the Wildcats tied the game with a 75-yard drive with 6:29 to play and won it by moving 68 yards in just five plays to go ahead by a touchdown with 3:17 left.
Kentucky finished the evening with 282 rushing yards with 142 coming in the final quarter against an Auburn defense that allowed the Wildcats 357 while the Tigers managed just 315 yards for the game vs. the UK defenders
The Tigers' last-do-or-die drive was foiled by the UK defense and penalties on the home team that was flagged 10 times for 76 yards on a night the visitors didn't get whistled for a single penalty.
"They played a lot of base defense and didn't give up any big plays to us," said Auburn coach Gene Chizik, who noted the Tigers never considered changing QBs although Chris Todd struggled throughout the game. "He is out there trying hard," said Chizik, who added, "Sometimes you have those type of games."
Todd completed just 10-24 passes for 80 yards and missed some wide open receivers.
About the only positive on offense for the Tigers was the running of senior Ben Tate, who netted 132 yards and a touchdown, but it took him 31 carries to do it.
Tate said he isn't sure why the offense has struggled the past two weeks. "We are a unit and all 11 on offense have to be in sync for it to work," he said, noting that the group can look bad if one or two mistakes are made on a play. "We have just got to get back in unison and get things going. We showed some good flashes out there."
Auburn's offense didn't get much done in the first half and didn't score until the closing seconds before intermission.
The Tigers were outgained 78-46 yards in the first quarter. At halftime they had just 107 yards on 37 plays while the Wildcats had 132 yards on 32 plays.
After Auburn won the toss and took the football, the Wildcats made the Tigers play into a strong wind blowing in from the northwest.
The Wildcats had the first scoring opportunity after the Tigers punted the ball after moving 30 yards.
UK drove from its 20 to the Auburn 20 before stalling there to set up a 37-yard field goal try by Lones Seiber. The kick was blocked Jake Ricks and the ball was scooped by Neiko Thorpe. Two UK players had a chance to tackle him, but he raced down the sideline 69 yards for a touchdown with 7:25 left in the opening period.
The score stayed 7-0 until 9:02 was left in the second quarter. Kentucky got on the scoreboard by moving 53 yards on six plays.
Freshman Morgan Newton, who was making his college debut while sharing the QB duties with Randall Cobb, scored on first and goal from four yards out at left end after the Wildcats converted a fourth down and inches on the previous play on a run by fullback John Conner that picked up a yard.
A good play in the kicking game helped the Tigers score again. A 54-yard punt by Clinton Durst and a four-yard loss on the return by Cobb on a tackle by Demond Washington backed up the visitors to their own 12.
UK managed a first down, but had to punt into the strong wind from its own 23. A 25-yard punt gave the Tigers great field position at the UK 48 with 5:26 left in the half. From there the Tigers moved the football in for a score, but it took 14 plays and all but six seconds of the remaining time left on the clock.
The Tigers had to convert a pair of fourth down plays to get to the end zone. On fourth and one at the UK 24 after Tate had been stopped for no gain on third down, Kodi Burns ran at right tackle for eight yards.
On fourth and inches for a touchdown, Tate had a big hole up the middle as he was untouched for the TD. A play earlier on third down and less than one, Onterio McCalebb was stopped just outside the goal. The freshman running back, who was so effective earlier in the year, had just 22 yards on seven carries and is obviously lacking his previous quickness as he recovers from an ankle injury.
Ben Tate scores for the Tigers.
At intermission, the Tigers totaled just 107 yards. Only 18 of those yards came through the air as Todd hit just 5-11 passes.
Neither team scored in the third quarter although the Tigers had an opportunity to kick a field goal on their first possession of the third quarter. Starting at their own four, the Tigers moved to a fourth and five at the UK 28. Instead of going for a 45-yard field goal, Chizik decided to go for the first down, but a pass to Darvin Adams was incomplete.
Commenting on why he bypassed the field goal attempt, Chizik said, "Part of it was the wind as we were talking about, and the way it was blowing. Part of it was that we had marched the ball down the field. We felt like we were wearing on them a little bit. We really felt good about making it. It was going to be 45 or maybe a little more with the wind blowing and we didn't feel great about it."
After that miss, the Wildcats played better football and gashed the Tigers with their running attack. Derrick Locke rushed for 126 yards and Randall Cobb, who ran the wildcat at formation while alternating with Morgan Newton and Will Fidler at quarterback, caused the Tigers big problems with his 109 yards and 12 carries. It was the sophomore's first collegiate 100-yard rushing game.
Locke and Cobb's runs set up the tying touchdown in the fourth quarter. Fidler scored from two yards out on third and one on a QB draw to make the score 14-14.
The next time the Wildcats got the ball Cobb had the big play, a 61-yard run that moved the Wildcats to the Auburn three. On third down and goal from the four, Cobb faked a handoff from the wildcat formation and ran around left end for the winning touchdown.
Kentucky improved its record to 3-3 overall and ended its three-game losing streak. The Wildcats improved to 1-3 in the league while Auburn fell to 5-2 overall and 2-2 in the SEC.