Hendon Hooker threw for 316 yards and four touchdowns Saturday night as Tennessee made the most of its limited opportunities, upsetting No. 18 Kentucky 45-42 in Lexington, Ky.

Hooker completed 15 of 20 passes for the Volunteers (5-4, 3-3 Southeastern Conference), including a 6-yard scoring strike to Cedric Tillman with 11:40 left that gave them a 45-35 lead. The Wildcats (6-3, 4-3) pulled within three points when Will Levis hit Izayah Cummings with a 24-yard touchdown pass just over two minutes later.

But Kentucky's last chance to win went begging with 29 seconds remaining when Levis' 4th-and-10 pass from the Tennessee 38 sailed over the head of his intended receiver. It was the Wildcats' third straight loss.

Levis completed 31 of 49 passes for 372 yards with three touchdowns and an interception that Alontae Taylor took 56 yards for a third quarter touchdown. Wan'Dale Robinson caught 13 passes for 166 yards while Chris Rodriguez rushed 22 times for 109 yards.

Kentucky lost despite enjoying incredible discrepancies in number of plays and time of possessions. It ran 99 plays to the Volunteers' 47, enabling it to control the ball for a whopping 46:08, and finished the game with 612 total yards to Tennessee's 461.

Tennessee took the lead 11 seconds into the game when Hooker and JaVonta Payton hooked up for a 75-yard touchdown pass. Kentucky equalized on its first drive, using up more than 8 1/2 minutes before Kavosiey Smoke rushed for a 9-yard touchdown.

That set the game's tone -- the Volunteers score in a hurry and the Wildcats answer by eating up clock before hitting the end zone. Hooker made it 14-7 26 seconds after Smoke scored, hitting Velus Jones for a 72-yard touchdown.

Levis gave Kentucky a 21-14 second quarter lead with an 8-yard touchdown run and a 3-yard scoring strike to Justin Rigg. But Tennessee rallied to grab a 24-21 halftime lead on Hooker's 18-yard touchdown pass to Jacob Warren and Chase McGrath's 43-yard field goal.

--Field Level Media