After the 1st quarter, which saw the Vols take a 10-0 lead, the Wildcats captured the halftime lead on the strength of two Lones Seiber field goals and a one-yard touchdown pass from Andre Woodson to Rafael Little. Seiber would miss the extra point, however.
With a 12-10 halftime lead, the 3rd quarter was scoreless for both teams. Both teams mounted drives, however, with Curtis Pulley blocking a Tennessee attempted field goal, and Seiber pushing a field goal attempt wide right.
After the missed field goal, the only points of the 2nd half were scored when Tennessee responded with a touchdown drive. The drive culminated with a 1-yard touchdown run by LaMarcus Coker, who finished with 90 yards rushing for the Volunteers.
Kentucky was not finished, however. With 8:30 to go, the Cats began a drive that took the ball inside the Tennessee 3-yard line. On 2nd and goal, though, the Cats would be hit with a delay of game penalty, snapping the ball just after the play clock expired and moving the ball out to the 8-yard line. One Rafael Little short run and two incomplete passes later, and Tennessee took over with just over three minutes remaining, and would run out the clock to win the game.
The Cats' much maligned defense held Tennessee to only 336 total yards of offense today, and under 20 points for only the 4th time Tennessee had been held this season. Tennessee had three fumbles, with Kentucky recovering one, and the Wildcats did not turn the ball over in the game.
Andre Woodson had another excellent day, finishing 26-39, 282 yards, one touchdown. Rafael Little ran for 119 yards on 23 carries.
Kentucky (7-5, 4-4) finished the regular season in 3rd place in the SEC East, with Tennessee (9-3, 5-3) winning the battle for 2nd place in the SEC East. Both teams now await their bowl game selections before the season concludes.