LEXINGTON, Ky. (AP) -- Andre Woodson threw a 57-yard touchdown pass to Steve Johnson with 28 seconds left and Kentucky shocked No. 9 Louisville 40-34 Saturday night, the Wildcats' first victory over a top-10 team in three decades.
Kentucky was about to lose its fifth in a row to its intrastate rival and had been pushed back because of a personal foul penalty. Then Johnson zipped past the Cardinals' secondary and Woodson nailed him in stride.
Woodson completed 30 of 44 passes for 275 yards and four TDs as he beat Brian Brohm, a rival dating to high school, for the first time.
Brohm's last-second desperation attempt was deflected and caught by Harry Douglas at the 10, but time expired.
Although Brohm didn't put up the gaudy numbers of his first two games when he amassed nine TD passes, he did lead a late drive that put Louisville in a position to win.
Kentucky was ahead 33-28 with 6 minutes left when Brohm began an 84-yard drive that ended in Anthony Allen's 2-yard plunge. It was the second touchdown for Allen, who had 96 rushing yards a week after generating a team-high 275 against Middle Tennessee.
Woodson went another game without throwing an interception, extending his streak of passes without one to 257. That broke the Southeastern Conference record set by Georgia's David Greene in 2004 and is 14 short of Trent Dilfer's NCAA mark.
Louisville's offensive line was one of only three in the country that didn't allow a sack through the first two games, but Kentucky got to Brohm three times.
Kentucky would have had a fourth sack, halting Brohm deep in his own territory, but a 15-yard personal foul penalty on Wildcats cornerback Trevard Lindley negated that and gave Brohm another chance. He took advantage, firing a 42-yard bomb to Douglas, who later scored from three yards out.
Brohm, who was 28-for-43 for 366 yards and 3 TDs, led the Cardinals down the field on their next possession, setting up a 10-yard run by Anothy Allen that put them on front for the first time, 21-19.
Woodson answered during the first drive of the second half, leading the Wildcats 78 yards. John Conner scored on a 7-yard slant.
Kentucky barely had a chance to celebrate regaining the lead. Louisville's Trent Guy took the kickoff 100 yards to put the Cardinals back on top.
Guy's third career TD return - first on a kickoff - was a makeup play for his mistake in the opening seconds that gave the Wildcats early momentum. He fumbled the opening kick, setting up a Kentucky field goal.
That and an interception by Lindley helped give Kentucky an early 13-0 lead.