Lexington, KY (Sports Network) - Andre' Woodson's seven-yard touchdown pass to Steve Johnson in the third overtime and a defensive stop by the Wildcats led 17th-ranked Kentucky to a 43-37 victory over No. 1 LSU.

Kentucky got the ball to start the third overtime and on a 3rd-and-goal situation, Woodson never got a play off and was penalized for a delay of game. The signal caller though didn't let the penalty affect him and on the next play he found Johnson wide open in the right side of the end zone just before he was hit. LSU defensive back Jonathan Zenon fell down on the play. The two- point conversion attempt failed as the Wildcats led 43-37.

LSU then moved the ball to the Kentucky 17-yard line and on a 4th-and-2, Charles Scott was stopped a yard short on a run up the middle by Braxton Kelley to give the Wildcats the victory as the crowd stormed the field.

"I just can't say enough about these young men," said Kentucky head coach Rich Brooks. "Whenever it starts to look dark, that's when they dig down and find something extra. They did it again tonight. They did it in first half, did it after LSU went up by 13 in the third quarter and they certainly did it in the overtime."

The victory was Kentucky's first over the nation's top-ranked team since 1964 when they defeated Mississippi.

Woodson ended 21-of-38 for 250 yards with three touchdowns and two interceptions for the Wildcats (6-1, 2-1 SEC), who rebounded from a loss to South Carolina last Thursday.

Johnson had seven catches for 134 yards while Derrick Locke rushed for 64 yards and a score.

"I can't say enough about the guts and the character of this football team," added Brooks. "That was a heck of a football team we beat out there tonight. You're probably not going to get a much better game than that and it ended in our favor so our fans could enjoy it."

Matt Flynn completed 17-of-35 passes for 130 yards with a touchdown and interception for the Tigers (6-1, 3-1), who suffered their first loss of the season and will likely be bumped from their top ranking.

"I give credit to the Kentucky effort," said LSU head coach Les Miles. "I thought they played their tail off. You have to be ready to play anytime you go on the road in this conference. You see this brought to life again today. (There were) many ways to win this football game; so many ways to correct things. That's just the way it is, when you have a game of length, play four quarters, go to overtime, just a number of things, a number of issues."

LSU's loss also snapped a 13-game win streak that dated back to last season.

The Wildcats struck first in the game and took a 7-0 lead with 2:49 left in the opening quarter after T.C. Drake caught a two-yard touchdown pass that was tipped by a defender in the end zone.

LSU quickly struck back as Scott capped an eight-play, 79-yard drive that bridged the first and second quarter with a one-yard touchdown run up the middle. Scott set his own score up with a 55-yard run down the left sideline.

With 5:42 remaining in the second quarter, Colt David split the uprights with a 31-yard field goal to give the Tigers their first lead of the game at 10-7.

On the ensuing possession for Kentucky, Chevis Jackson intercepted Woodson to set up a score for the Tigers.

Jackson made Woodson and Kentucky pay for the turnover as he scored from 13 yards out with a run up the middle to make it 17-7 with just 1:48 remaining in the first half.

The Wildcats managed to march quickly down the field and pulled within three points after Woodson closed out the first half with a 12-yard rushing touchdown. The score was set up by a leaping 51-yard reception by Johnson.

LSU opened the second half with an 11-play, 52-yard drive that ended with Richard Dickson hauling in a four-yard touchdown pass from Flynn to make it 24-14.

With 3:49 left in the third, David's second field goal of the game, a 30- yarder, upped the Tigers' lead to 27-14.

Kentucky refused to go away and made it a one touchdown game after Jacob Tamme caught an eight-yard touchdown pass in the back of the end zone with just 1:13 left in the third quarter.

With LSU leading by six points, Kentucky marched down to the 15-yard line of the Tigers but had to settle for a Lones Seiber 33-yard field goal to make it 27-24 with just under eight minutes left in the fourth quarter.

On the ensuing drive, Flynn was picked off by Trevard Lindley at the Kentucky 37 to give the Wildcats the ball back.

A 35-yard pass to Johnson over the middle put Kentucky at the LSU 16-yard line. The Wildcats once again though settled for a field goal as Seiber tied the game with a 27-yarder with 4:21 remaining.

On the ensuing possession, the Tigers moved the ball to Kentucky 40 to set up a 57-yard field goal attempt by David that was wide left.

Kentucky got the ball to start the extra session and a roughing the passer call put the Wildcats on the 15. After a two-yard run, a 12-yard pass to Johnson put them on the one where Locke just crossed the goal line.

LSU answered right back and tied it at 34-34 after Richard Murphy scampered into the end zone untouched on the left side after a fake pitch to the right.

Kentucky's defense then came up with a huge defensive effort and held Kentucky to 38-yard field goal from David.

The Tigers failed to gain a yard on the ensuing possession but Seiber drilled a 43-yarder to once again tie the game.