Amber Smith scored 12 points, including two free throws with 5.6 seconds to play to lead Kentucky to a 47-44 win over No. 17 Georgia on Thursday night.
Georgia (16-5 overall, 3-3 Southeastern Conference) led 27-20 at halftime after falling behind 8-1 early. Megan Darrah's two 3-pointers in the final minute of the half provided the Lady Bulldogs' halftime margin.
Georgia's biggest spread was nine points at 36-27 after Tasha Humphrey scored on a short jumper with 13:02 to play.
The Wildcats (11-10, 5-2 SEC) caught up at 38-38 when Sarah Elliott scored on a layup with 4:33 remaining.
Georgia's last lead came when Humphrey hit two free throws with 3:45 to play to make it 40-38. But Smith answered with a layup and Victoria Dunlap went back door to put the Cats up 42-40 with 2:27 remaining.
Darrah hit two free throws to tie the game with 2:02 to go, but Samantha Mahoney's 3-pointer with 1:55 to play gave Kentucky the lead for good.
The win for the first for Kentucky in Athens since 1994. Georgia had won 12 of the previous 13 between the two teams.
Humphrey led Georgia with 20 points. The Lady Bulldogs shot 28 percent from the field for the game.