With Louisville ahead 27-24, Trent Guy fumbled a punt that Kentucky recovered deep in Louisville territory and quickly turned into a touchdown for a 31-27 advantage with less than five minutes remaining. On Louisville's next possession, the Cardinals drove to UK's 21 yard line but Justin Burke's third down pass was intercepted by Kentucky linebacker Sam Maxwell.
From there, Kentucky was able to hang on despite committing three turnovers and seven penalties for 80 yards. The loss was the third straight for Louisville in the series, dropping Steve Kragthorpe to 0-3 against the Wildcats since taking over in 2007.
Justin Burke threw for 245 yards and two touchdowns. He completed 15 of 28 passes with one interception. Victor Anderon led the Cardinals with 110 yards rushing and one touchdown. Scott Long caught 5 passes for 89 yards. Trent Guy and Cameron Graham each caught touchdown passes from Burke.
Down 17-7 at halftime, Louisville turned three second half Kentucky turnovers into a 20-17 lead at the start of the fourth quarter.
Justin Burke connected with tight end Cameron Graham for a five yard touchdown to reclaim the lead with 14:50 left in the contest.
Louisville dominated the third quarter but managed to score just six points on two Ryan Payne field goals. The Cardinals had three third quarter red zone possessions but couldn't put the football into the end zone.
After Trent Guy returned the opening kickoff of the second half 65 yards to the Kentucky 34, Louisville's offense had to settle for a 24 yard Payne field goal to cut UK's lead to 17-10.
On the ensuing kickoff, Louisville strong safety Terence Simien forced a Derrick Locke fumble that the Cardinals' Daniel Brown recovered at the UK 44. Louisville drove the ball down to the Kentucky 11 yard line but again had to settle for a Payne field goal attempt. Payne's 28 yarder banged off the upright and the Wildcats gained possession at the 20.
But two plays later, Johnny Patrick intercepted Mike Hartline to give Louisville possession at the UK 25 yard line. The Cardinals drove to the five, but two consecutive penalties – a holding by Cameron Graham and an intentional grounding by Burke, forced Louisville to settle for a 42 yard Payne field goal that cut Kentucky's margin to just 17-13 with 3:56 left in the third quarter.
On the second play of their next possession, Hartline fumbled on a hard hit by Louisville defensive end Malcolm Tatum. Chaz Thompson recovered to give Louisville possession at the 41 yard line. Burke led a 10 play, 69 yard drive that ended with a five yard touchdown pass to Graham for a 20-17 lead. Kentucky responded with a 12 play, 73 yard drive that was capped by Derrick Locke's touchdown with 8:55 to put the Wildcats ahead 24-20.
But Louisville came right back to regain the lead at 27-24 when Burke connected with Trent Guy for a 66 yard touchdown.
After forcing Kentucky to punt on their next offensive series, Trent Guy fumbled the punt and the Wildcats recovered deep in Louisville territory. Three plays later, Hartline connected with Randall Cobb for a touchdown to give Kentucky a 31-27 lead with 4:28 remaining in the contest.
Two Kentucky penalties and 17 yard Victor Anderson run put the Cardinals into scoring position at the UK 21 yard line. But Justin Burke's pass on third and seven was tipped at the line and intercepted by Kentucky linebacker Sam Maxwell.
The Wildcats took over at Louisville's 21 leading 31-27. The Cardinals defense got a quick three and out to force a Kentucky punt.
Louisville retook possession near midfield after a short Wade Tylacka punt. The Cardinals took over with 50 seconds remaining and moved into Kentucky territory on Doug Beaumont's nine yard reception. With no timeouts left, Burke spike the ball at the UK 38 to the stop the clock with 8 seconds remaining. On 3rd down and 3, Louisville was hit with a delay of game penalty that moved the ball back to the 43. Burke heaved a pass down field on the game's final play that was broke up by a bunch of Kentucky defensive backs.
Kentucky opened the game with an 11 play, 57 yard drive that stalled on Louisville's five yard line. The Wildcats settled for a 26 yard Lones Seiber field goal for a 3-0 lead.
Louisville responded with a 9 play, 79 yard drive that ended with Victor Anderson's six yard touchdown run up the middle to give the Cards a 7-3 lead with under 4:00 remaining in the first quarter.
Louisville's lead was short lived. After Chris Philpott's touchback was nullified by an offside penalty, Derrick Locke returned the next kickoff 75 yards for a touchdown to put Kentucky back in the lead 10-7.
The Cardinals threatened in the second quarter, driving 59 yards in 12 plays down to the UK 12. Louisville elected to go for it on 4th and 1 at the Kentucky 12 yard line but Bilal Powell was stopped for a three yard loss on Burke's option pitch.
After stopping Louisville on downs, the Wildcats went 85 yards to claim a 17-7 lead on John Conner's 2 yard score. Conner ran 23 yards on 4th and 1 the play before to set up his short scoring run.