With UK leading 31-29, Gerald Riggs burst 12 yards up the middle to score the go-ahead touchdown with 38 seconds left. Cedric Houston then closed the scoring with a two-point conversion run.
''We had to get a touchdown, because of the way the flow of the game was going,'' Riggs said ofhis late score. ''If we'd kicked a field goal, they (Wildcats) could've come down and won the game with a field goal, so we HAD to have a touchdown.''
Riggs said the run was designed to go inside or outside, based on how the defense played it.
''It just opened up inside,'' he said, ''and I hit it up in there.''
Rick Clausen, starting his second game for Tennessee, completed 26 of 41 passes for 349 yards and two touchdowns. He also threw a pair of interceptions, one of which was returned for a touchdown.
''I'm really happy for him and for our team, because we don't win this game without him,'' Fulmer said. ''He checked at the line of scrimmage, managed the whole thing well -- and the fourth quarter it was raining like heck. He led us back to a win in the rain. It was an incredible effort on his part.''
Houston finished with 127 rushing yards on 24 carries. Robert Meachem led the receivers with 145 yards on five grabs.
Senior linebacker Kevin Burnett, playing his final game at Neyland Stadium, recorded nine tackles and an assist to pace the defense. Junior safety Jason Allen also record nine stops and an assist as the Vols moved to 9-2 overall and 7-1 in SEC play. Kentucky finishes 2-9 and 1-7.
After being pushed all over the field for three quarters, Tennessee's defense rose to the occasion in the final quarter. Kentucky's final four possessions produced three three-and-outs and an interception. Incredibly, Tennessee allowed 338 yards in the first three quarters, then limited the Wildcats to minus-15 yards on 13 fourth-quarter plays.
Fulmer admitted he's concerned about the way the Vol defense has been pushed around the past two weeks, especially with an offensive juggernaut like Auburn on the horizon.
''That's a REAL concern,'' he said. ''Early in the year, the offense was carrying the defense. Then for a while the defense carried the offense basically. Now we're having to score 30-plus points to get a win. That's not good.
''You'd like to put the whole thing (offense and defense) together one time. Maybe we can.''
Kentucky quarterback Shane Boyd burned the Vols for 20 completions in 32 attempts for 218 yards and two touchdowns. His quarterback sneak gave the Cats a 31-22 lead late in the third quarter.
Some razzle-dazzle sparked a three-play 65-yard TD drive that allowed Tennessee to close to 31-29 with 9:39 left. Clausen lateralled to C.J. Fayton (a former prep quarterback), and Fayton threw a flanker pass to Robert Meachem for a 53-yard gain. Clausen threw a 12-yarder to Tony Brown moments later for the score.
''We've practiced that play forever,'' head coach Phil Fulmer said. ''C.J. Fayton and Chris Hannon were both high school quarterbacks, and they both practice it.''
Still trailing by two points, Tennessee got the ball at its 40-yard line with 3:31 to go. Clausen hit Riggs for 15 yards and later hit Tony Brown for 13 to the UK 20-yard line. Clausen gained four yards on a busted play and Riggs gained four to the 12-yard line. On third-and-two, Riggs made his game-winning touchdown run.
''I have to take my hat off to Rick Clausen,'' Fulmer said. ''He did an incredible job.''
The first half was a continuation of the Vandy game for Tennessee's defense, which allowed Boyd to complete 17 of 23 passes for 188 yards in the first two periods.
Kentucky set the tone early, driving to a 45-yard Taylor Begley field goal on its first possession.
Tennessee retaliated with a 78-yard touchdown drive -- the big play being an 18-yard strike from Clausen to Tony Brown, followed by a Clausen sneak for the TD. Kentucky immediately reclaimed the lead, zipping 91 yards in nine plays to take a 10-7 lead. Overcoming illegal formation and illegal motion penalties, Kentucky got a 41-yard pass from Boyd to Scott Mitchell and a 20-yard TD pass from Boyd to Jacob Tamme. A questionable roughing-the-passer penalty on UT linebacker Jason Mitchell sustained the drive.
Kentucky drove to the Vol four-yard line on its next possession but a fake-field goal was stopped for a one-yard loss by Kevin Burnett. Three plays later, however, a Clausen pass was batted by Raymond Fontaine and intercepted by Ricky Abren, who returned it six yards for a touchdown, widening the Big Blue lead to 17-7 with 11:28 left in the half.
The Vols zipped 80 yards in eight plays on their ensuing possession, fullback Cory Anderson getting the final 22 yards on his first carry of the season. Wilhoit's PAT was blocked, however, leaving Kentucky on top 17-13 with 7:56 left to intermission.
Tennessee finally forced a Kentucky punt and the Vols drove to another Wilhoit field goal -- this one a 24-yarder that narrowed the gap to 17-16 with 3:45 left in the half.
Kentucky wasn't finished, however. After an incompletion, Boyd completed nine consecutive passes -- the last one being a 16-yard scoring strike to Tamme that widened the gap to 24-16 with 46 seconds left in the period.
Incredibly, Tennessee zipped 80 yards in 40 seconds -- the big play being a 33-yard completion from Clausen to C.J. Fayton -- and scored when Clausen hit Robert Meachem with a 20-yard pass just six seconds shy of halftime. The two-point conversion run by Cedric Houston failed, leaving Kentucky on top 24-22 at the break.
Because of the SEC Championship Game looming seven days ahead, the Vols did not seem focused on the UK game at times. Senior defensive end Karlton Neal said he thought ''about half the guys were ready to play and half weren't.'' This upset him greatly.
''If we'd lost the game,'' he said, ''I would've felt like killing somebody.''
Although Kentucky made Tennessee's pass defense look utterly inept at times, Fulmer defended his secondary.
''In our defense, you've got to be REALLY good at corner,'' he said. ''We're growing there. We're growing.''
''I think we were kicking the ball a little low today,'' Fulmer said. ''Not low, but low for THAT GUY.''