Kentucky has been a defensive-minded group under head coach Mark Stoops, but Tennessee had other plans for Saturday’s matchup, as Hendon Hooker put together a career game as the Vols threw all over Kentucky in a 45-42 win at Kroger Field.

Hooker threatened SEC passing efficiency marks, passing for over 300 yards despite the Vols losing the time of possession battle in historic fashion. Will Levis topped 370 yards for Kentucky, with running back Chris Rodriguez also topping the 100-yard marker. Kentucky’s defense was missing in action, though, particularly on downfield pass plays which UT used to build an advantage early.

Tennessee opened strong, with Hooker completing a short pass to JaVonta Payton, which he broke for a 75-yard touchdown on the game’s opening play. Kentucky then answered with a 14-yard, 75-play march that took up 8 and a half minutes. Kentucky tied the game at 7 with a 9-yard touchdown run by Kavosiey Smoke. Tennessee took 3 plays to respond, this time with a 72-yard touchdown pass from Hooker to Velus Jones, Jr. At this point in the game, Hooker was 3-for-4 passing for 150 yards and UT held a 14-7 lead.

Kentucky drove to the UT 27, but a 50-yard Matt Ruffolo field goal try was wide right. Kentucky then forced a turnover with linebacker Jaquez Jones coaxing a fumble from Hooker as UT was entering field goal range. Six plays later, Kentucky tied the game, with Levis scoring on an 8-yard run with 10:23 left in the first half. Kentucky forced a UT punt and then drove 68 yards in 11 plays, taking a 21-14 lead on a 3 yard pass from Levis to tight end Justin Rigg with 3:57 left in the half.

Tennessee responded strongly, tying the game on an 8-play drive, with the final 18 yards coming on Hooker’s 3rd scoring pass, this one an 18-yard connection to tight end Jacob Warren. After Kentucky missed a 4th down pass at the UT 39 with 16 seconds left in the half, UT moved to the Kentucky 26 in 3 plays, connecting on a 43 yard field goal try from Chase McGrath on the final play of the half to give the Vols a 24-21 advantage.

Kentucky drove for a touchdown to open the second half, with Levis carrying the ball across the goal line from 2 yards out to give UK a 28-24 edge with 9:56 to go in the third quarter. But after a 33 yard kick return from Jimmy Holiday, Tennessee needed just 3 plays to reclaim the lead on a 37 yard Jabari Small touchdown run. UT lead 31-28 with 9:121 left in the third quarter. Tennessee then made the play of the game, snuffing out a Kentucky drive across midfield with an Alontae Taylor pick-six. The 56 yard score from Taylor increased the Vols’ lead to 38-28 with 6: 23 left in the third quarter.

Kentucky, chasing scores, answered with a 75-yard drive that ended in a Levis to Wandale Robinson touchdown pass from 15 yards out with 1:20 left in the third quarter. The Wildcats got a defensive stop, turning Tennessee over on downs, but then Tennessee sacked Levis on 4th down from the UT 41-yard line.

Three plays later, Hooker connected with Cedric Tillman from 6 yards out to stretch UT”s lead to 45-35. But Kentucky needed just 5 plays to pull within 45-42, on a 24 yard Levis connection with tight end Izayah Cummings.

Tennessee improves to 5-4 with the win, and the Vols are almost certain to enjoy a winning season with upcoming games with South Alabama and Vanderbilt after next week’s game with Georgia. Kentucky falls to 6-3, but will face Vanderbilt and New Mexico State before ending the regular season against Louisville.