Kentucky upset No. 10 Louisville 38-31 on Saturday in a rivalry showdown as the Wildcats came up with huge plays in all three phases of the game during a wild second half. Ray Davis' 37-yard touchdown run with 1:02 remaining put UK up for good, and the Cardinals failed to reach the end zone on their last possession as UK's Jordan Lovett intercepted Jack Plummer's heave to the end zone in the final seconds.

The Cardinals (10-2) are still headed to the ACC Championship Game next week to face No. 5 Florida State, but Saturday's outcome will send them to Charlotte for that showdown on a sour note. Louisville entered as an 8-point favorite and in prime position to end a four-game losing streak to the Wildcats, who entered the game having lost five of their last six games.

Late in the third quarter, Louisville surged ahead 24-14 on a touchdown connection between Jack Plummer and Joey Gatewood. But UK outscored the Cardinals 24-7 the rest of the way. Aiding the Wildcats' cause was a 100-yard kickoff return from Barion Brown in the third quarter and a 3-1 edge in turnover margin as the teams swapped miscues in the second half.

Had Louisville won, the Cardinals would have entered next week's game against the Seminoles clinging to slim College Football Playoff hopes. The loss ended that dream and also helped flip the script on a tough season for Kentucky. The Wildcats started 5-0 and rose to No. 20 in the AP poll at one point before a 51-13 loss at No. 1 Georgia on Oct. 7 served to recalibrate expectations.

UK never got back on track following the blowout loss and looked shaky early against Louisville. But two Louisville turnovers helped the struggling Kentucky offense in the second half, giving the Wildcats a couple of short fields as they battled back from the 10-point deficit to stun their in-state rival. UK (7-5) had already secured an eighth straight bowl trip.