Ray Davis raced 37 yards for the winning touchdown with 1:02 remaining to give visiting Kentucky a wild 38-31 victory over No. 10 Louisville on Saturday afternoon.

Davis also caught two touchdown passes and Barion Brown returned a kickoff for a score as the Wildcats (7-5) won the Governor's Cup for the fifth straight time. Devin Leary threw three touchdown passes and J.J. Weaver recovered two fumbles, forced one and also recorded a sack as Kentucky won for just the second time in its past seven games.

Jack Plummer completed 24 of 33 passes for 242 yards, two touchdowns and one interception for the Cardinals (10-2), who had a four-game winning streak halted. Jahwar Jordan rushed for 67 yards and two scores and Joey Gatewood and Ahmari Huggins-Bruce had touchdown catches.

Louisville's last shot came up empty when Plummer's deep throw was intercepted by Jordan Lovett in the end zone with two seconds left.

Davis rushed for 76 yards to move over 1,000 for the season. He has 1,066. Leary completed 12 of 22 passes for 206 yards and an interception. Dane Key caught a touchdown pass.

The contest was tied at 24 in the fourth quarter when Kentucky's D'Eryk Jackson punched the ball out of Plummer's hand and Weaver chased it down at the Louisville 22-yard line. Two plays later, Davis caught a swing pass from Leary and raced 20 yards for a touchdown to give the Wildcats their first lead of the game at 31-24 with 8:37 left.

Six minutes later, Plummer connected with Huggins-Bruce on the tying 21-yard scoring pass with 2:33 left.

Davis then broke free to the left on his decisive scoring dash.

The Cardinals received the kickoff to start the second half and possessed the ball for 9:10. Jordan scored from the 1 to cap the 15-play, 75-yard drive and give Louisville a 17-7 lead with 5:50 left in the third quarter.

Kentucky struck immediately on Brown's 100-yard kickoff return. It is Brown's second kickoff return score this season and the third of his career.

Louisville responded with Plummer's 11-yard pass to Gatewood to make it a 10-point margin with 2:48 left in the third quarter.

Just 59 seconds later, Leary connected with Davis on a 20-yard touchdown pass to bring Kentucky within 24-21.

A short time later, Weaver forced Jordan to fumble and recovered the ball at the Louisville 48. That set up Alex Raynor's tying 46-yard field goal with 10:21 remaining in the fourth quarter.

Jordan began the scoring when he rushed for a 1-yard touchdown to give the Cardinals a 7-0 lead with 3:40 left in the first quarter.

Kentucky tied the score on Leary's 9-yard scoring pass to Key with 8:07 left in the first half. Brock Travelstead booted a 46-yard field goal with 4:25 left as Louisville led 10-7.

--Field Level Media