It wasn't the expected script, nor the anticipated outcome.
Winners of five straight against rival Kentucky and a 27-point favorite to win its sixth, No. 11 Louisville couldn't slow down the Kentucky offense in the 29th meeting between the two programs.
The Cardinals jumped out early, getting a 19-yard touchdown run from Lamar Jackson less than three minutes into the contest, but the visiting Wildcats responded immediately with a one-play, 75-yard touchdown connection between Stephen Johnson and Garrett Johnson to even the score and set a back-and-fourth tone that would last throughout.
Kentucky enjoyed a trio of big-play touchdowns in the first half, also getting a 36-yard scoring run from Johnson and a 63-yard connection to help fuel a 21-point first half and spark a 41-38 upset win.
After falling behind 14-7 in the first quarter, U of L scored on an 18-yard pass to Reggie Bonnafon and a 24-yard reception by Cole Hikutini. A 19-yard field goal from Blanton Creque was sandwiched between the two second quarter touchdowns to give the hosts a trim 24-21 lead at the half.
The Wildcats used the slower attack during the third quarter, dominating both the time of possession and the line of scrimmage. Controlling the ball for 11 minutes in the third quarter, the Wildcats scored twice during the frame - on a 9 play touchdown drive and a 13-play drive resulting in a field goal. U of L scored on its first possession in the third quarter when Jeremy Smith ran it in from three yards out, but a Mike Edwards interception of a Jackson pass on the first play of the next series limited the Cardinals opportunity.
Knotted 31-31, UK grabbed a touchdown lead during the first minute of the final quarter on a 35-yard pass from Johnson to Dorian Baker. Louisville evened the score again with a five-play, 55-yard drive that was finished off with Jackson's second rushing touchdown of the day.
U of L appeared poised to grab the victory after Chris Williams forced and recovered a fumble by Benny Snell at the Cardinals 45 yard line. Led by rushing from Radcliff and Jackson, Louisville marched to the Kentucky nine-yard line with less than two minutes remaining. Attempting to break free up the middle, Jackson lost the ball and saw it recovered by Courtney Love to secure the win for Kentucky.
Louisville, which entered the game among the nation's top ten defenses, allowed 581 total yards.
Louisville falls to 9-3 overall and will await bowl selection.