Lexington, KY (Sports Network) - Andre' Woodson capped an eight-play, 77-yard drive when he connected with Steve Johnson for a 57-yard touchdown pass with 28 seconds remaining to give Kentucky a wild 40-34 upset of ninth-ranked Louisville, its first against a top-10 opponent in nearly 30 years.

Louisville's Anthony Allen had put the Cardinals in front with 1:45 remaining when he rumbled into the end zone from two yards out, but the subsequent two- point conversion attempt failed. Kentucky responded with the quick-strike drive, needing less than the 1:37 on the clock when they regained possession.

"They were in three man rush and playing real wide," Kentucky head coach Rich Brooks said of the game-winner. "We had noticed a little earlier that the corner playing the deep third on that side was squeezing into the middle and thank goodness. I'm so proud of this team and particularly our seniors who have been through so much with this program - to come back and win a game of this magnitude and significance. It's just a huge, huge win for them and hopefully it will solidify the faith that the fans have had with this team. Theres no quit in this team. They'll keep battling and we have playmakers that will make plays."

Woodson finished 30-for-44 passing for 275 yards and four touchdowns, rising to the challenge against his counterpart, Louisville quarterback and Heisman hopeful Brian Brohm.

Rafael Little rushed 27 times for 151 yards and a score, and Keenan Burton caught nine passes for 99 yards. Johnson had just three receptions, but two went for scores, as he amassed 65 yards in total.

Kentucky (3-0) matched Louisville's offensive juggernaut blow for blow, amassing 460 yards of total offense to Louisville's 467.

Brohm finished 28-of-43 for 366 yards and a pair of touchdowns, and was intercepted once. His main targets, as usual, were wideouts Harry Douglas (13 catches for 223 yards and one touchdown) and Mario Urrutia (five catches, 72 yards).

Allen led the ground attack, carrying 18 times for 96 yards and a pair of touchdowns for the Cardinals (2-1).

Kentucky got on the board first when its opening drive resulted in a 32-yard Lones Seiber field goal.

UK then took a 10-0 edge on its second possession, with Woodson finding Johnson wide open in the back of the end zone for a four-yard touchdown and a 10-0 lead. They then added another field goal from Seiber on the next drive, stretching the lead to 13-0.

Louisville cut into that lead with a scoring drive of its own, as Brohm found Allen for a six-yard touchdown with just over a minute left in the first quarter, making it 13-7.

But the Wildcats answered with their fourth score in as many possessions, punctuating the drive with an eight-yard touchdown rumble by Rafael Little. The extra point missed off the upright, forcing UK to settle for a 19-7 lead.

Louisville responded again when Brohm found Douglass for a three-yard touchdown with 7:18 remaining in the half to make it a five-point game, then took the lead with its third straight possession resulting in a touchdown, this one a 10-yard scamper by Allen.

Kentucky regained the lead on its first drive of the second half, going 78 yards on 11 plays in 5:14, and scoring on Woodson's eight-yard connection with John Conner.

But Louisville answered immediately when Trent Guy took the ensuing kickoff and weaved 100 yards for a touchdown to reclaim the lead for the Cardinals.

The next two Cardinals drives resulted in a missed field goal and a punt, respectively, before Kentucky struck back again, going 70 yards in just five plays. A four-yard hookup between Woodson and Jacob Tamme allowed the Wildcats to reclaim the lead at 33-28.

But Brohm engineered yet another scoring drive, putting UK in a dire situation. When Allen raced in from two yards out, Louisville had a 35-34 lead and Kentucky had less than two minutes with which to work.

"I told them it was like an even ball game," said Brooks of how he addressed the team prior to the last drive. "We had let them gain the momentum and we had a chance to go back and regain the momentum with our offense on the field. So let's take it down and score. The running game was critical for us tonight. One, it rested our defense a little bit; two, it kept their offense off the field."

The Wildcats also overcame a potentially costly unnecessary roughness penalty immediately prior to Woodson's connection with Johnson. The 15-yard personal foul was assessed when UK's Eric Scott delivered a cheap shot to a Louisville defender who appeared to be laying on top of Wildcats receiver Tony Dixon with the clock ticking away.