The Wildcats intercepted Lamar Jackson three times and forced the expected Heisman Trophy winner to fumble at UK's 10-yard line with under two minutes remaining, setting up a climactic finish at Papa John's Cardinal Stadium.
Kentucky took full advantage of the miscue, driving 60 yards in seven plays to set up a game-winning, 47-yard field goal by Austin MacGinnis with 12 seconds to go.
Safety Mike Edwards picked off Jackson on a Hail Mary pass to clinch the 41-38 victory, UK's first win in the heated series since 2010.
"As you can imagine, a very exciting, emotional win, one that our program desperately needed and deserved," UK head coach Mark Stoops said. "Our players worked extremely hard for a long time. We're improving every day, and I've said it a bunch, but this team was fun to coach from the beginning. We knew we had our flaws, but when you've got that kind of attitude and that kind of toughness, and they believe in their coaches and all stick together, good things will happen sooner or later."
Kentucky (7-5, 4-4 SEC) closed the regular season by winning seven of its last 10 games after an 0-2 start. The Wildcats now await their first bowl game bid in six years.
"It's a giant step forward," Stoops said.
Stephen Johnson led a UK offensive attack that produced 581 yards of total offense, 20 more than No. 11 Louisville (9-3, 7-1 ACC) recorded in the shootout. Johnson, a junior college transfer who started the season as the Cats' backup, threw for 338 yards and three touchdowns. He was voted the Howard Schnellenberger Award winner as Governor's Cup MVP.
"Stephen Johnson was really amazing," Stoops said. "Like we've been talking (during the season), he's so poised... He has a knack of making plays."
Johnson threw touchdown passes of 75 and 63 yards to receiver Garrett Johnson in the first half and connected with receiver Dorian Baker for a 35-yard scoring strike to give UK a 38-31 lead in the fourth quarter. Garrett Johnson had five catches for 164 yards.
Louisville's talented Jackson finished the game with 281 yards passing, 171 yards rushing and four combined touchdowns, but was not able to overcome four turnovers and three sacks on the day.
"Sometimes in this game, you find ways to win games, and sometimes you find ways to lose games," UofL head coach Bobby Petrino said. "I certainly feel like we found a way to lose that game. Give Kentucky credit. They came out and played really good on offense."
In this All Wildcats "Rapid Recap" feature, we touch on some of the key moments from the game...
WHAT WE LIKED:
The manner in which Kentucky won came as something of a surprise. Conventional wisdom all week leading up to the game suggested the Cats could not win a shootout against the nation's best offense and the likely Heisman Trophy winner. Ball control. Keep the scoring low. Hope the Cards make a couple of mistakes. That was the blueprint, but UK came out with a different plan, attacking the Louisville secondary from the first play from scrimmage, a 75-yard touchdown strike from Stephen Johnson to Garrett Johnson. Not too many people envisioned a winning recipe that included Johnson out-dueling Jackson in the passing game.
Stephen Johnson, Kentucky -- The Cats' junior signal caller saved his best game of the season for last, completing 16 of 27 passes for 338 yards and three touchdowns with only one interception which came off a tipped ball. For good measure, he added 83 yards rushing, giving the Cards a dose of their own medicine with a monster performance by a dual-threat quarterback. Nearly every time Johnson needed a big play, Johnson came up with one.
BY THE NUMBERS:
1st - Win for Kentucky over a Bobby Petrino-coached Louisville team. The Cats defeated him once during his time as Arkansas' head coach.
2 - Interceptions for UK safety Mike Edwards.
10 - Tackles for UK sophomore linebacker Jordan Jones, who added two TFLs and one sack.
27 - The Vegas spread in favor of UofL entering Saturday's game.
56% - The Cats' third-down conversion rate (10 of 18) matching their season-best effort at Missouri.
229 - Rushing yards for UK against a UofL defense that entered the game sixth nationally at 99.2 yards per game.
15-14 - Kentucky reclaimed the lead in the all-time series against Louisville.
2002 - UK's last win on the road against a ranked opponent, also at Louisville.
"We were fortunate to get some turnovers, which as you guys know, we've been on the wrong end of them a lot, but we were make a few of them tonight that made a difference." -- UK head coach Mark Stoops.
Kentucky now awaits its bowl destination. Many current projections have the Cats slotted for either the Independence Bowl or the Liberty Bowl, but their upset win over the Cards may have given them an opportunity to improve their bid.