A weary Big Orange defense held on at the finish, despite being on the field for 110 snaps. Conversely, UT's offense was on the field just 82 snaps. Vol defensive end Antonio Reynolds was heroic, intercepting a two-point conversion pass in Overtime No. 3 and sacking Andre Woodson on a potential game-tying conversion play at the end of Overtime No. 4.
Tennessee led 31-14 late in the third quarter but allowed Kentucky to score the final 17 points of regulation to force overtime. The Vols' head coach thought the perseverance and resiliance his team showed in bouncing back from that disappointment spoke volumes about the heart of his players and staffers.
"You never give up. You never say die until the last tick goes off the clock," Phillip Fulmer said on his post-game show. "It's a great reflection of how we coach and it's a great reflection on their leadership and their will. They've got a great will about 'em."
Erik Ainge completed 28 of 45 passes for 397 yards and seven touchdowns as the Vols won their fifth game in a row, improving to 9-3 overall and 6-2 in league play. Arian Foster added 118 rushing yards – going over 1,000 for the season – as Tennessee compiled 520 yards of total offense. Woodson completed 39 of 62 passes for 430 yards and six touchdowns for UK, which finished with 564 total yards.
Tennessee scored on the game's opening play – a 65-yard pass from Ainge to Foster – and led until Knoxville native Lones Seiber booted a 20-yard field goal on the final play of regulation to forge a 31-31 tie. The Vols' other regulation scores came on TD passes of 18 yards to Lucas Taylor, 15 yards to Quintin Hancock, two yards to Jeff Cottam and a 45-yard Daniel Lincoln field goal.
Tied 38-38, neither team scored in Overtime No. 2. Sam Maxwell intercepted Ainge to thwart UT's possession but Dan Williams blocked Seiber's potential game-winning 35-yard field goal to stymie UK's possession.
Woodson found Burton with an 11-yard TD pass to open the third overtime but a two-point conversion pass was intercepted by Reynolds. Ainge hit Austin Rogers with a 13-yard TD pass for Tennessee but Arian Foster's conversion run was stopped.
Assessed a 15-yard penalty because Foster slung the ball after his failed conversion attempt at the end of Overtime No. 3, Tennessee had to open Overtime No. 4 from its 40-yard line instead of the 25. No problem. Ainge promptly hit a wide-open Hancock for a 40-yard TD, then flipped a two-point conversion pass to Rogers for a 52-44 lead. Derrick Locke bolted through a gassed Vol defense for a three-yard TD on UK's possession but Reynolds sacked Woodson on the two-point try, bringing the marathon contest to an end.
"Our kids don't have any quit in 'em," Fulmer said. "If we had lost, I don't know what I would've said to 'em except 'Way to go. Thank you and congratulations.' Man! A win like that is something else to build on."
The loss – Kentucky's 23rd straight in the series – was a crushing blow for the Wildcats, who finish regular-season play 7-5 overall and 3-5 in league play.
"Unbelievable ... just a classic football game," Fulmer said. "You have to give Kentucky a lot of credit because they fought back and got themselves back in the game."
Tennessee and LSU will meet for the SEC title Saturday at 4 p.m. The two teams met for the league championship once before – in 2001 – with the Tigers winning 31-20.