LEXINGTON, Ky. -- Kentucky's oldest football nemesis found another way to dish out heartbreak to the Wildcats on Saturday at Kroger Field.

Tennessee held the ball for less than 14 minutes and had only 47 offensive snaps but leaned on the big play all night long en route to a 45-42 upset of the No. 18 Wildcats.

The Volunteers (5-4, 3-3 SEC) scored on their first play of the game -- a short pass from Hendon Hooker that turned into a 75-yard touchdown by JaVonta Payton -- serving as a harbinger of what was to come.

Tennessee added a 72-yard touchdown pass from Hooker Velus Jones, a 37-yard touchdown run by Jabari Small, and a 56-yard interception return by Alontae Taylor to stay one step ahead of the Cats for most of the night.

"Last year we didn't get it done," Taylor said of the Vols' 34-7 loss to the Cats in Knoxville. "This year we got it done, fought hard. Really good team over the other side of the ball. A lot of respect to those guys, but we got it done today."

Kentucky (6-3, 4-3 SEC) lost its third-straight game despite racking up 612 yards of total offense, controlling the ball for 46:08, and never punting.

"Absolutely incredible football game," UK head coach Mark Stoops said. "Extremely disappointed for our players and our fans. Very difficult loss.

"Not sure I've been a part of one quite like that where we're so good in so many ways and absolutely not good enough in so many different ways as well."

Unfortunately for the Cats, the one time a punt may have been merited, came back to haunt them.

Tied at 21-21 late in the second quarter, UK chose to go for it on 4th-and-4 at the UT 39-yard line. After an incomplete pass, the Vols took over with 16 seconds remaining. Hooker completed passes of 8, 13, and 14 yards to set up a 43-yard field goal by kicker Chase McGrath.

Those points ultimately separated the two teams, although Kentucky still had a shot to win, taking over with 4:42 remaining in the fourth quarter at its own 20-yard line. The Cats drove to midfield, but a missed call on a facemask of UK quarterback Will Levis -- and a subsequent unsportsmanlike conduct call assessed to Stoops -- pushed them back to their own 34.

Levis somehow connected with tight end Izayah Cummings for 28 yards on 4th-and-24 to give the Cats a first down at the UT 38, but the next four passes fell incomplete to seal their fate.

It marked the Vols' second straight win in Lexington that ended with the Cats threatening in their territory. Kentucky lost 17-13 in 2019 when the UT defense denied quarterback Lynn Bowden on a fourth-down keeper inside the 5-yard line.

Hooker led Tennessee's 461-yard offensive attack by completing 15 of 20 passes for 316 yards and four touchdowns. Four different receiving targets scored for the Vols, including Cedric Tillman, Jacob Warren, Payton, and Jones.

"Defensively, obviously, we have some struggles," Stoops said. "And we've got to get some things fixed. We are being put on an island on certain situations that we're not winning enough. We're not winning enough battles."

Kentucky was also led by Levis, who had his best day as a Cat. The transfer from Penn State completed 31 of 49 passes for 372 yards and three touchdowns. He also rushed 15 times for 47 yards and a pair of scores.

"I appreciate the way he lays it on the line for his team," Stoops said of Levis. "And he really did some impressive things today with his legs and his arm."

UK wideout Wan'Dale Robinson caught 13 passes for 166 yards and a touchdown while running back Chris Rodriguez added 109 yards rushing on 22 carries. It marked his fifth 100-yard rushing effort of the season and the 11th of his career with the Cats.

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In this Rapid Recap feature, we touch on some quick-hitters from the UK loss ...

GAMEBALL:

Hendon Hooker, Tennessee - The Vols' quarterback had a huge night, somewhat avenging his loss to the Cats as the Virginia Tech quarterback in the 2019 Belk Bowl. He connected on 15 of his 20 attempts and averaged an impressive 21.1 yards per completion, spreading the ball around to all of his weapons.

BY THE NUMBERS:

1st - Time in program history that Kentucky has scored 41-plus points in a regulation game and lost. The Cats were 119-0 in such games.

3rd - Time in program history that UK has gained 600-plus yards against Tennessee. The Cats are 0-3 in those games (1997, 2016, 2021).

4th - Time in school history that UK has had a 350-yard passer, a 150-yard receiver, and a 100-yard receiver in the same game.

8:1 - Pass breakups by the Vols compared to the Cats.

35 - First downs for UK, the second-most ever by the Cats in a regulation game.

51 of 59 - The UK defense has allowed opposing QBs to complete 86.4% of their passes the last two weeks.

99 - Plays run by UK on the night, a school record in a regulation-length game. The old record was 95 versus LSU in 1997.

QUOTABLE:

"I didn’t know how big the rivalry was until I got here. It's pretty epic. I’ve only been here since May, and I really don't like them. It’s fun to be a part of a rivalry like that. They got us this year, but I'm looking forward to going down there next year and getting them back.” -- UK quarterback Will Levis

UP NEXT:

Kentucky returns to action next week at Vanderbilt. The Commodores (2-7, 0-5 SEC) had an open date today. Kickoff for the Cats and Commodores will be 7 p.m. ET on espn2.