LOUISVILLE, Ky. (AP) Kentucky was down though never truly out against Louisville, needing just a spark to create momentum in a game that matters more than others.

Barion Brown provided that with a huge kickoff return, and Ray Davis took over from there.

Davis broke free for a go-ahead, 37-yard touchdown run with 1:02 remaining and caught two second-half touchdowns, helping the Wildcats rally past No. 9 Louisville 38-31 on Saturday in the Governor's Cup.

Davis' third score capped a wild second half for the Wildcats (7-5) in which the Bluegrass State rivals combined for 52 points and closed alternating touchdowns. The winner came after Louisville (10-2, No. 10 CFP) tied the game at 31 on Jack Plummer's 21-yard touchdown pass to Ahmari Huggins-Bruce with 2:33 remaining. Jarvis Brownlee Jr. set up that improbable opportunity for the Cardinals by intercepting Devin Leary's floating pass as he was hit by Ashton Gillotte.

Kentucky took the kickoff and quickly drove into Louisville territory, and Davis found room on the left side and was gone for his 20th score that broke Benny Snell's season record set in 2017. Davis carried 14 times for 76 yards and caught four passes for 51 yards, including two 20-yard TDs from Leary. Davis beamed over his second TD.

“The coaches told us just to stay calm and stay with it,” said Davis, a Vanderbilt transfer who exceeded 1,000 yards rushing for the second consecutive season. “Before I scored, I took a deep breath and Devin said, ‘Let’s let it rip.’ I was proud of Leary.”

Kentucky had plenty of players worth praising.

Leary completed 12 of 22 passes for 206 yards and three touchdowns, including a 9-yarder to Dane Key midway through the second quarter to tie the game at 7-all. He was also sacked twice before halftime, but found time to complete longer throws such as a 55-yarder to Izayah Cummings before the first 20-yard score to Davis.

Kentucky linebacker J.J. Weaver helped set up chances by forcing Jawhar Jordan's fumble near midfield that led to a tying field goal. His recovery of Jack Plummer's fumble on a scramble led to Davis' go-ahead score midway through the fourth.

“It feels good,” Weaver said after a joyous postgame celebration. "I just want to be consistent and keep my head down.”

It all started with Brown, whose 100-yard, third-quarter kickoff return brought Kentucky within 17-14, a play that awoke his team, which eventually tied the game and then took the lead.

“It was nice to see Ray run like Ray and get tough difficult yards, critical yards,” said Kentucky coach Mark Stoops, whose team also trailed 24-14 before rallying to tie on Davis' first TD and Alex Raynor's 46-yard field goal. “For this team to pick itself up after falling down is a credit to this team.”

The Wildcats ended up winning their fifth consecutive Governor's Cup. Kentucky is bowl bound but limped in with five losses in six games; Louisville is about to play for the Atlantic Coast Conference title and a possible New Year's Six bowl game under first-year coach Jeff Brohm, a former Cardinals standout QB.

Louisville now must move past a stinging loss before facing No. 4 Florida State.

“This one hurts more than the others," Brohm said. "We wanted to win this game. We put a lot of emphasis on it. I give Kentucky credit. They came in here and beat us. So, congrats to them. We didn’t do a good enough job, and yeah, it stinks.”

Plummer completed 24 of 33 passes for 242 yards and two scores for Louisville, which outgained Kentucky 403-289 and scored on drives consuming 8:19 and 9:10. Jordan rushed for 67 and two scores on 17 carries, while ex-Kentucky QB Joey Gatewood caught an 11-yard TD.

The Wildcats were just more efficient with their possessions, allowing them to retain ownership of a coveted prize - bragging rights.

NO COMMENT

Stoops has been mentioned as a possible candidate for the Texas A&M coaching vacancy but avoided the topic when asked after the game.

“Come on, you know better than that,” the 11th-year coach said. “You know how good I've been at keeping my concentration and focus on this team, and that's all it is.”

POLL IMPLICATIONS

Louisville figures to drop a few spots in the rankings, though that won’t hurt as much as losing to its archrival after twice leading by 10.

THE TAKEAWAY

Kentucky: The Wildcats got contributions from all three phases but especially on defense as Weaver factored in two fumbles and made a key fourth-quarter sack on the way to eight tackles.

Louisville: This loss might haunt the Cardinals more than other rivalry losses because they twice led by 10 points but couldn’t stop the Wildcats, especially Ray Davis.

UP NEXT

Louisville faces No. 4 Florida State on Saturday for the Atlantic Coast Conference championship in Charlotte, North Carolina. It's the Cardinals' first title game appearance since joining the league in 2014.

Kentucky awaits its school-record eighth consecutive bowl destination in December.

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