AP photo by Michael Clubb / Tennessee linebacker Solon Page III dances in celebration after the Volunteers' victory Saturday night against Kentucky in Lexington.

LEXINGTON, Ky. — Perhaps Tennessee's 45-42 outlasting of Kentucky at Kroger Field on Saturday night will be viewed as the first signature victory of the Josh Heupel era given that the Wildcats were ranked No. 18 in the country.

Perhaps it won't due to the historical dominance the Volunteers have displayed in this series.

Whatever the opinion, Tennessee's triumph won't be forgotten any time soon, as the big-play Vols had enough to overcome Kentucky's 612 yards on 99 plays that consumed 46 minutes and eight seconds of possession time. The Vols, by comparison, had 461 yards on 47 snaps and had the football for just 13:53.

"It was a great night for our guys," Heupel said. "I'm really proud of their effort and energy and being willing to compete for 60 minutes. There are things we could have done better on both sides of the line of scrimmage, but overall I'm really happy. It was a great way to end the night with our defense making a stop there.

"The energy inside of our locker room just now was awesome. It was a dance party."

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Tennessee at Kentucky football on Nov. 6, 2021

Tennessee fifth-year senior quarterback Hendon Hooker entered Saturday ranked fourth nationally in passing efficiency and was brilliant, completing 15 of 20 attempts for 316 yards and four touchdowns. The Vols struggled to run the ball in the first half but got going on the ground after intermission, with Jabari Small and Jaylen Wright combining on 11 carries for 105 yards and a score.

"Hendon is continuing to grow and understand what we're doing," Heupel said. "He continues to see and recognize defenses, so he's in the right spots to make decisions."

With 1:05 remaining in the game, officials missed a face-mask call on Tennessee edge rusher Tyler Baron on a third-down run by Wildcats quarterback Will Levis. Kentucky coach Mark Stoops was irate that a flag wasn't thrown and drew an unsportsmanlike conduct penalty that saddled the Wildcats with a fourth-and-24 that they would convert on a 28-yard pass from Levis to Izayah Cummings to the Tennessee 38.

The Wildcats failed to advance from there, however, as a fourth-down pass from Levis sailed incomplete.

Tennessee improved to 5-4 overall and to 3-3 in Southeastern Conference play with top-ranked Georgia coming to Knoxville next Saturday. Kentucky dropped to 6-3 and 4-3 after its 35th loss to the Vols in 38 games.

Tennessee needed just 11 seconds to strike first, producing a 75-yard touchdown pass from Hooker to JaVonta Payton on the first play from scrimmage. Payton was behind the line when he caught the pass, but he received blocks on the perimeter from Velus Jones and Jacob Warren and quickly shook free from Wildcats defenders to race down the left sideline to the end zone.

The touchdown reception was Payton's sixth of the season, with all six occurring from at least 29 yards out and within the first 20 minutes of a game.

Kentucky responded by impressively marching 75 yards in 14 plays and consuming eight minutes and 36 seconds, pulling even on Kavosiey Smoke's 9-yard run. Tennessee's second possession consisted of three plays for 75 yards, with Hooker finding Jones behind Kentucky's secondary for a 72-yard score.

The Vols took their 14-7 lead on just 37 seconds of possession time.

"The uniqueness of this game and the way it unfolded was at the beginning," Heupel said. "They had extended, long drives, and we scored extremely quickly with some big plays. There are obviously some things we have to clean up defensively."

Senior cornerback Alontae Taylor collected just the second defensive score for the Vols this season with a 56-yard interception return at the 6:23 mark of the third quarter that made it 38-28.

Contact David Paschall at or 423-757-6524. Follow him on Twitter @DavidSPaschall.