Hardesty finished with 39 carries for 179 yards - both career highs. He also scored three of Tennessee's four touchdowns.
First-year head coach Lane Kiffin was thrilled to see the Vols make the big plays - offensively and defensively - in the extra period.
"It was really special to see the style that we finished in," he said on his post-game show. "That's a really, really good Kentucky team. Last week they went into Georgia and won, then Georgia turns around and beats Georgia Tech this week. We had our hands full today."
Both teams are 7-5 overall and bowl eligible. Tennessee finishes 4-4 in SEC play and tied for second place in the Eastern Division. Kentucky concludes conference play at 3-5.
Oddly enough, three athletes who crossed state borders to play their college ball filled critical roles in the outcome.
Alcoa native Randall Cobb starred for Kentucky - contributing 101 rushing yards, 24 receiving yards, a 31-yard completion and a 44-yard kickoff return - but also lost a fumble that set up a Vol field goal. Lones Seiber, who played his high school ball in Knoxville, hit a clutch 23-yard field goal to tie the score at 24 with 33 seconds left in regulation but missed a 49-yarder on UK's overtime possession. Meanwhile, Tennessee tight end Luke Stocker, who grew up in Berea, Ky., caught 5 passes for 78 yards and a TD but coughed up a fumble that the Cats parlayed into the game-tying field goal at the end of regulation.
After 24 consecutive losses in the series, the Big Blue was understandably fired up and focused at the game's outset. Linebacker Sam Maxwell intercepted Jonathan Crompton's second pass of the game and returned it 56 yards for a touchdown that put the Cats on top 7-0 with 10:41 left in the first quarter.
With the UK crowd sensing history in the making, the Vols could've lost their poise. They didn't.
"We knew coming in that we were going to have to weather the storm early," Kiffin said. "This may be the biggest game ever played here for them (Wildcats), so I was real proud of our guys for fighting through some adversity early."
Tennessee needed just three plays to bounce back from UK's opening haymaker. Crompton hit Gerald Jones for 30 yards, handed to Denarius Moore for 21 yards on an end-around, then handed to Hardesty, who scored from nine yards out to cap a 60-yard drive that tied the game at 7-all.
With Cobb playing direct-snap tailback in UK's wildcat package, Kentucky drove 54 yards to go up 14-7. Cobb carried on seven of the nine plays and gained 43 of the 54 yards on the march.
Tennessee pulled even at 14 with 3:54 left to halftime when Hardesty scored from 13 yards out to cap a 66-yard drive. Kentucky answered, however. Cobb returned the ensuing kickoff 44 yards to the Vol 40-yard line, and Derrick Locke scored on a one-yard run eight plays later to give the Cats a 21-14 halftime lead.
Tennessee scrapped back to tie the score at 21 late in the third quarter when a 16-yard TD pass to Stocker concluded a 62-yard drive. Stocker also had a 30-yard catch and run on third-and-18 during the march.
On the first play of Kentucky's ensuing possession Vol linebacker Rico McCoy forced a Cobb fumble that LaMarcus Thompson recovered at the UK 28-yard line. Seven plays later walk-on Devin Mathis, who joined the UT roster three weeks ago, gave the Vols their first lead of the game when he nailed a 30-yard field goal with 44 seconds left in the quarter.
It appeared that score would stand up when Tennessee got the ball at its 28-yard line with 3:12 remaining. After a three-yard run by Hardesty, however, Crompton threw to Stocker, who fumbled after being belted by UK defensive back Ashton Cobb. Kentucky's Taylor Wyndham recovered at the Vol 37-yard line.
The Wildcats advanced to a third-and-five at the Tennessee 8-yard line. A strong open-field tackle by Vol cornerback Dennis Rogan stopped quarterback Morgan Newton for a two-yard gain at this point, forcing the Cats to settle for Seiber's game-tying field goal with 33 seconds left in regulation.
All-America safety Eric Berry came up big for the Vols in the first session of overtime. He dumped Locke for a six-yard loss on second and 10, then Seiber missed his 49-yard field-goal try two plays later.
Tennessee's overtime possession began on an ominous note when center Cody Sullins was called for holding on the first play, putting the Vols in a first-and-20 situation. After a one-yard gain by Hardesty, Crompton hit Gerald Jones for 14 yards to the 20-yard line. On third-and-five Hardesty hit a huge hole at left guard and scored the winning touchdown untouched.
"The second-to-last play was a very significant play," Kiffin said. "The Sam (strongside) linebacker was coming off of our tight end and Jonathan makes a great throw to Gerald Jones. That was a significant play right there because that allows us to be able to run. Otherwise, we're going to have to throw because we're backed up and looking at a really long field goal."
Incredibly, Hardesty carried 264 times during the 2009 regular season without a fumble. In fact, no Vol back fumbled on a scrimmage carry this fall.
"That's unbelievable - a great job by (running backs coach) Eddie Gran," Kiffin said. "It's really good to see that because we spend so much time in practice on ball security."
The Big Orange dominated statistically. The Vols posted more first downs (22-13), more rushing yards (226-161), more passing yards (220-100) and more total yards (446-261). They also converted on 7 of 15 third-down plays and kept the ball 32:37 to UK's 27:23.
Crompton overcame his early pick-six to finish 13 of 23 for 220 yards. Jones caught five of the completions for a career-high 113 yards.
Kentucky's Newton finished 10 of 23 for 69 yards. Locke, who entered Saturday's play averaging 90 rushing yards per game, managed just 22 yards on 11 carries.