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With the opposite directions the football season had gone for each team, this looked like a prime time for Louisville to end its frustration against Kentucky in the Governor’s Cup.

Didn’t happen. Instead, the underdog Wildcats (7-5) put together a brilliant performance on both sides of the ball Saturday to post an exciting, wild come-from-behind 38-31 victory for a record fifth straight victory in the series, and their sixth in the last seven meetings, while ending the No. 10 Cardinals’ (10-2) winning streak in L&N Stadium at 11 in front of a record 59,225 sun-splashed fans and a national TV audience.

The stunning loss also eliminated any hopes U of L had for sneaking into the College Football Playoffs.

“This one hurts more than the others,” Louisville coach Jeff Brohm said. “We wanted to win this game. We put a lot of emphasis on it … yeah, it stinks.”

Louisville went ahead by 10 points twice in the second half, but a resilient Kentucky team that had dropped five of its last six games and hadn’t won since Sept. 30, stormed back both times and hit the Cards with a 31-point blitz in the second half, including 17 in the fourth quarter, to retain the trophy, which is now looking like it has found a permanent home in Lexington.

“Whatever you want to call it, perseverance, courage, all the words college football coaches use,” UK coach Mark Stoops said. “I’m so proud of this team. We had a brutal schedule; this was the fourth Top-10 team we’ve played, and we were determined to get one of them.”

UK had stars all over the field all afternoon, but those who shined brightest were running back Ray Davis, linebacker JJ Weaver, quarterback Devin Leary and wide receiver Barion Brown.

Davis scored three touchdowns, two on pass receptions, while leading all rushers with 76 yards and a TD on 14 carries to record his third 1,000-yard-plus rushing season at three different programs. He now has 1,066 yards, with a chance to add to that total in a bowl. He scored all three second-half Kentucky touchdowns from scrimmage.

“We just turned it over to this guy,” Stoops said, referring to Davis, who was standing next to him during a post-game interview on ABC. “I told our quarterback to just turn around and hand it to Ray or throw it to him.”

Leary did both with Davis scoring on a pair of 20-yard catches, then providing the winning points on a 37-yard touchdown run with 1:02 remaining to break the last of three ties.

“I told the coaches, ‘just give me the ball. I’m going to put this team on my back and try to get a win, and that’s what I did,” Lewis said. “You look at all the adversity we’ve had, but we stuck together and did what we do. The games before this didn’t matter, all that mattered was this game and we got it done.”

But Dawis wasn’t the only hero. Brown, a sophomore wide receiver, provided the game’s most electrifying play with a 100-yard kickoff late in the third quarter after U of L had taken a 17-7 lead on Jawhar Jordan’s one-yard run.

“Just when you thought you had momentum, we gave it right back to them,” Brohm said. “The kickoff return was uncalled for. The guy went untouched, that’s just a bad job, a really bad job. We answer and respond again, then we give up two gigantic plays on wheel routes wide open (to Davis). That’s ridiculous.”

Besides the two touchdown throws to Davis that Brohm was referring to, Leary connected on a 9-yarder to Dane Key for UK’s first score of the game after the Cards had drawn first blood on Jordan’s first of two one-yard TDs that capped a methodical, clock-eating 70-yard drive on 14 plays. Leary finished 12-of-22 for 206 yards.

Defensively, hometown product Weaver turned in two big plays. The former Louisville Moore High School star forced two fumbles and recovered them both, with each leading to points. He stripped Jordan, then fell on the ball with six seconds left in the third quarter, and Alex Raymor kicked a 46-yard field goal at the 10:21 mark of the final period to tie it at 24-24.

Later, Weaver tackled quarterback Jack Plummer and jarred the ball loose, then recovered it as Plummer scrambled. That takeaway led to Davis’ second 20-yard touchdown reception for a 31-24 lead with 8:37 remaining.

Amari Huggins-Bruce caught a 21-yard touchdown pass from Plummer for U ofL’s final points to tie the score again at 31-31 with 2:33 left. But after Davis’ TD with 62 seconds remaining, the Cards’ final chance ended with Jordan Lovett’s interception of Plummer’s Hail Mary pass in the end zone at 0:02.

The Cards outgained UK 403-289, but the Cats scored its 38 points on just 47 plays, and had the day’s most explosive plays on Brown’s return, a 55-yard reception by Izayah Cummings, after which Davis caught his first 20-yard TD, and Davis’ decisive 37-yard run.

“”That’s bad, you can’t give up that many big plays,” Brohm said. “Unfortunately, too many mistakes today and it’s going to cost you against a physical SEC team that came ready to play. Special teams were way below par. The defense for three straight weeks has not played like it’s capable of. Offensivelyy we’ve got to take care of the ball and be more efficient handling the ball. You make those mistakes you’re gonna lose the game.

“We’ve got work to do. Paying attention to detail, understanding the strain it takes on every play to get things done has to happen if you want to play elite football, and that didn’t happen today. We showed fight, without question, but (the outcome) was really disappointing.”

Plummer wound up 24-of-33 for 242 yards and two touchdowns. Jordan led U of L’s rushers with 67 yards on 17 carries and Iaac Guerendo added 54 yards on 13 tries.

Now the Cards will have a week to lick their wounds, try to forget about their latest loss in the Battle of the Bluegrass and prepare for their ACC championship game against No. 5 Florida State in Charlotte, N.C. next Saturday.

“If you want to play elite football, you’ve got to continue to get better and do the small things it takes to win. We’ve got a chance to redeem ourselves against a tremendous opponent, or we can go down there and not have a good day,” Brohm said. “It’s up to us and there’s got to be a sense of hunger that we want to get it done. We’ve all got to take ownership of our mistakes, including myself and the coaches and working down to the players, and just decide do we want to get it done and do something special or not.”