It’s still a couple of days until Halloween, but apparently nobody told the Kentucky Wildcats and Tennessee Volunteers, because some scary run defense was on display in their matchup at Lexington’s Kroger Field.

The only question that remained late on Saturday night was whether the stat lines posted by Kentucky’s Benny Snell or Tennessee’s Ty Chandler would be more fearsome— and which team would take advantage of the lack of run stops by gaining a victory.

Ultimately, it was Kentucky, led by Snell’s 180 rushing yards and three scores, who emerged victorious by a 29-26 count. Tennessee came up 3 yards short of a miracle comeback short despite 120 rushing yards and two scores by Chandler.

“It was anything but pretty tonight, but the result was,” Mark Stoops told the SEC Network afterward.

The biggest story in this game was that Tennessee’s morbid offense finally got untracked. The Vols extended their streak of quarters without an offensive touchdown to 15, after a first-quarter Chandler touchdown run was wiped off the board by a holding penalty. A short Chandler scoring run midway through the second quarter did stand — after replay wiped off a score on the previous play — and Tennessee cut Kentucky’s lead to 14-13. Chandler added another short scoring run 1:25 before halftime.

Kentucky’s offense seemed to show signs of discovering the same power running game that gashed UT’s defense for 443 yards on the ground last year in Knoxville. Sophomore running back Benny Snell surpassed 100 yards mid-way through the second quarter, and had three first half touchdown runs to give UK a 21-20 advantage heading into the locker room.

Kentucky was troubled by fumbles, with Snell turning the ball over inside UK’s own red zone on the first play of the game. Kentucky lost three more fumbles during the game, including two as their offense mounted second half drives. For their part, the Wildcats forced no turnovers on defense, and lost the battle on time of possession handedly.

Kentucky’s late struggled ended when QB Stephen Johnson rushed for an 11-yard touchdown with 33 seconds to play, giving UK a late lead it did not relinquish.

Tennessee’s offensive spark was keyed by Chandler and the ground game, but freshman QB Jared Guarantano grew progressively more comfortable as the game went along. Guarantano was 15 for 19 for 168 yards passing, despite being sacked six times. Also key for Tennessee was kicker Brett Cimaglia who connected on four field goals, including a 45 yarder early in the fourth quarter which pushed UT’s advantage to 26-21. Cimaglia, however, missed a 43 yard kick wide left, which would have enchanced UT’s lead in the middle of the fourth quarter.

Next up for Tennessee is a home game with Southern Miss, which is 5-3 out of Conference USA. The Vols then go on the road to Missouri before finishing the regular season with a pair of home games against LSU and Vanderbilt.

Kentucky, which clinched bowl eligibility, will host Ole Miss next week. The Rebels showed a fearsome offense even in losing to Arkansas 38-37. That will be followed by road trips to Vanderbilt and Georgia, and the home finale against Louisville.