LEXINGTON, KY — Tennessee defeated Kentucky for the 34th time in 37 meetings on Saturday night in Lexington.

The game featured five lead changes and over 1,000 yards of offense as the Vols knocked off the 18th-ranked Wildcats 45-42. It was Tennessee’s first win over a ranked team since it beat Kentucky inside of Neyland Stadium in 2018.

“Just a great night for our guys, man,” Heupel said. “All the effort, work they’ve put into it. Proud of their effort and energy tonight, continuing to compete for 60 minutes. There are a lot of things we can do better on both sides of the line of scrimmage, but overall really happy. Guys were super excited. The fanbase was awesome in the corner of the end zone. Great way to end the night.”

Tennessee won in unique fashion. Kentucky had more yards (612-461), had the ball longer (46:08-13:52) and converted 12 of 17 third downs. They even tallied 35 first downs to UT’s 17. And they were a perfect 5-for-5 in the red zone whereas the Vols were just 2-for-3.

“We scored extremely quickly on some big plays,” Heupel said. “And even when we didn’t, we moved the football down into plus-red zone territory and end up fumbling it. It’s just really unique how the game unfolded. I thought, just overall, there are some things we have to clean up.

“Defensively some third downs we have to get off the field. Quarterback draw hurt us. Obviously the fourth-and-24. Offensively there were a couple things. The fumbled exchange, then a couple things in the red zone that we have to clean up.”

Hendo Cino continues to shine

Vols quarterback Hendon Hooker was wildly efficient once again. Against a Wildcat defense that was allowing opposing quarterbacks to complete two-thirds of its passes entering the game, Hooker had a career-high.

Hooker finished 15-of-20 for 316 yards and four touchdowns. He did not throw an interception and added 41 rushing yards. The 316 passing yards and four passing touchdowns were both career-highs.

“He’s just continuing to grow in understanding of what we’re doing,” Heupel said. “He sees and recognizes defenses. He’s continuing to get better at that. So he’s in the right spot to make the right decisions. He’s taking care of the football, doing a good job escaping the pocket when things break down.”

Hooker found JaVonta Payton on a screen on Tennessee’s first offensive play of the game for a 75-yard touchdown and later found Velus Jones for a 72-yard score. It marked the first time the Vols had two scores of more than 70-yards in a game for the first time since 2000.

“I honestly feel confident with any of my receivers out there,” Hooker said. “They’re the best receiving corps in the nation, in my opinion. They make big plays when they’re needed, and if it’s one-on-one, then it’s a mismatch automatically.”

Hooker entered the game with an SEC-best 179.92 quarterback rating. He improved his QBR to 190.00, good enough for fourth-best in the entire country.

Stealing points

Part of Hooker’s brilliance was on display right before the half. With the game knotted at 21-all, Tennessee got the ball back on the 39-yard line with 16 seconds remaining.

Hooker proceeded to hook up with Tillman on three consecutive plays for gains of eight, 13 and 14. It allowed Chase McGrath to nail a 43-yard field to not only gives the Vols a 24-21 lead at the half, but also prove to be the difference in the game.

“The sequence right before half was a huge sequence,” Heupel said. “Defense getting the stop on fourth down, us doing some things to get into field goal range. Then hitting it. Highly efficient. Pass protection, throwing it and catching it, then Chase (McGrath) draining a big kick there.

“The style of the game mattered, as far as the aggressiveness. Them receiving the opening kick in the second half was a part of that as well, (the) decision making. You’re able to pick something up, some positive yards on first down. It gives you an opportunity, based on time, to maybe get a couple more plays to get into field goal range.”

“Man, I love Coach’s mentality,” wide receiver Velus Jones said. “He’s going to go for it. He’s going to fight, and that’s all you can ask for: a coach who’s going to fight.

“We knew we were going to get points up on the board. Everybody had to follow through with the details and stuff like that. Everybody had to be on board, so that’s happened. We came up with a field goal, and that was a huge part of that game.

“I love Coach’s aggressiveness.”

Defense did enough

Tennessee’s defense had a long night.

The Vols gave up 612 yards of offense to Kentucky and allowed the Cats to convert 12 of 17 third downs. Kentucky averaged 6.2 yards per play, 12.1 yards per completion and 4.6 yards per rush on its way to going 5-for-5 in the red zone.

Still, Tennessee was able to produce some just enough plays to pull out the win.

Alontae Taylor picked off a Will Levis pass and returned it 53-yards to the house, Byron Young had two critical sacks and despite allowing the Cats to convert on a 4th-and-24 on the final drive of the game, Tim Banks’ unit turned around and forced a turnover on downs to seal the win.

“Just the competitive nature,” Heupel said of his defense. “The competitive composure, too. Their demeanor, whether something positive or something negative happened on the previous drive, their ability to just come back over and reset, it’s something we talk about. You try to train it. But man, for them to do it in this moment, against a really good football team on the road, speaks to who they are and what they’re becoming as a unit.

“Really proud of the way they finished the ball game. Would rather not give up the fourth-and-extra long right there, but I loved their ability to reset and go finish the next four plays.”

Other Tidbits

- It's time to start talking about Cedric Tillman as one of the best wide receivers in the SEC. After six catches for 109 yards and a touchdown, Tillman now has 36 catches for 525 yards and five touchdowns on the season, all ranking inside the top 15 in the SEC. As does his average of 14.58 yards per catch.

"Cedric does a great job," Heupel said. "You know what I love about Ced? Earlier in the football game, just the way things unfolded, he didn’t have a lot of opportunities. There was no ‘I’ in his game. Just really calm. Great teammate all night long. When he got his opportunities, he went and made the most of them. Huge sequence with the ball down the sideline. And then the corner route on the touchdown, back-to-back plays. Did a great job.”

- Heupel had strong praise for freshman running back Jaylen Wright who stepped up in the absence of Tiyon Evans and Jabari Small late in the game: “A guy that has been banged up a little bit. Just tried to work himself back into it. This week he finally got himself in a position where he’s healthy. His ability to go out there and execute, not playing a lot early in the football game, it’s hard to just get thrown out there in the middle of the game. I thought he adjusted to the speed of it, made really good decisions. (He) hit Hendon on the one, where Hendon is taking a quick-game throw out there to JaVonta (Payton), I believe. But overall he executed and performed extremely well. Did a great job taking care of the football, too.”

- Heupel on Byron Young's two big sacks: “We had been rotating a little bit throughout the course of the ball game. Obviously we played a bunch of plays on the defensive side of the football. I thought the pressure we were able to get on that last sequence of plays was the difference at the very end. A lot of it was with pressure. Thought our guys did a great job of executing and bottling (Kentucky quarterback Will Levis) up, making him extremely uncomfortable. Particularly at the end (of the game), had one guy coming free, too, where he wasn’t able to sit back there and pat the football. Had to get it out of his hands. Byron did a really good job in that sequence, but really all night long.”

- Heupel on the celebration after the game: “It was awesome. You saw our players respond to the fans that were sitting in the corner. They were fired up. Our support staff was fired up. The energy inside of the locker room was awesome. It was a dance party, man. It was just the way it should be after a big win.”

- Heupel on the breakdown on 4th-and-24: “Just a bust in the coverage. We’re playing on the sticks. Should’ve been passing things off, get someone that ends up running with it. (Then) gives up the wheel route on the outside.”

Stats to know

- Saturday’s attendance at Kroger Field: 61,690

- Saturday marked the 117th meeting in the all-time series between the Vols and Kentucky. Tennessee now leads the all-time series, 82-26-9 following the win. The Vols have played and beaten the Wildcats (82 wins) more than any other opponent.

- Tennessee's last win over a ranked team came over No. 11 Kentucky — 24-7 — on Nov. 10, 2018 inside of Neyland Stadium.

- Last night was the first time in Kentucky history in which it scored 41 points and lost. The Cats had been 119-0 when scoring 41 points.

- JaVonta Payton scored on the first offensive play of the game for Tennessee with a 75-yard touchdown reception. It was the second time the Vols scored on their first offensive play of the game this season. Jabari Small rushed for a touchdown against Pittsburgh following Christian Charles' blocked punt. Payton's catch tied his longest-career reception.

- Tennessee completed two passes of at least 70 yards, marking the first time since at least 2000 that the Vols recorded two offensive plays of 70 or more yards in the same game. The Vols have five plays of 70 or more yards this season after having six combined from 2018-20.

- Tennessee threw for a season-high 316 yards.

- The Vols have out-scored opponents 138-37 after out-scoring Kentucky 14-7 in the first quarter.

- Jabari Small's 31-yard touchdown was the longest rush of his career.

- Jaylen Wright ran for a career-high 50 yards, surpassing his previous best of 43 against Tennessee Tech.

- Hendon Hooker had career highs in passing yards (316) and passing TDs (four). Hooker has thrown multiple TD passes in seven games this season and in six of his seven games started.

- Hooker now has 21 passing touchdowns on the season, placing himself 10th on Tennessee’s all-time single season list and passing Peyton Manning’s 20 in 1996.

- Hooker is the first quarterback to throw four touchdowns in a game since Joshua Dobbs did so against Florida on Sept. 24, 2016.

- Velus Jones Jr. hauled in his longest reception of the season, a 72-yard touchdown. Jones had his third-career game of 100 yards or more. His 499 receiving yards on the year is already a career-best.

- Jalin Hyatt hauled in his longest catch of the season, a 41-yard grab in the second quarter.

Box Score

Post Game Interviews

Up Next

Tennessee now turns its attention to No. 1 Georgia. The Vols will welcome the top-ranked Bulldogs to Neyland Stadium next Saturday afternoon at 3:30 p.m. ET on CBS.

Georgia has opened as 21-point favorites over Tennessee.