LOUISVILLE, Ky. - Ray Davis broke free for a go-ahead, 37-yard touchdown run with 1:02 remaining and caught two second-half touchdowns, helping Kentucky rally past No. 9 Louisville 38-31 on Saturday in the Governor's Cup.

Davis' third score capped a wild second half for the Wildcats (7-5) in which the Bluegrass State rivals combined for 42 points and closed alternating touchdowns. The winner came after Louisville (10-2) tied the game at 31 on Jack Plummer's 21-yard touchdown pass to Ahmari Huggins-Bruce with 2:33 remaining. Jarvis Brownlee Jr. set up that improbable opportunity for Louisville by intercepting Devin Leary's floating pass as he was hit by Ashton Gillotte.

Kentucky took the kickoff and quickly drove into Louisville territory, and Davis found room on the left side and was gone for his 20th score that broke Benny Snell's season record. Davis carried 14 times for 76 yards and caught four passes for 51 yards, including two 20-yard TDs from Leary.

Barion Brown also returned a third-quarter kickoff 100 yards for a touchdown to bring Kentucky within 17-14, a key play that awoke his team to eventually tie the game and then lead.

Plummer completed 24 of 33 passes for 242 yards and two scores for Louisville.

POLL IMPLICATIONS

Louisville figures to drop a few spots in the rankings, though that won't hurt as much as losing to its archrival after twice leading by 10.

THE TAKEAWAY

Kentucky: The Wildcats got contributions from all three phases but especially on defense as J.J. Weaver factored in two fumbles and made a key fourth-quarter sack.

Louisville: This loss might haunt the Cardinals more than other rivalry losses because they twice led by 10 points but couldn't stop the Wildcats, especially Ray Davis.

UP NEXT

Louisville faces No. 4 Florida State on Saturday for the Atlantic Coast Conference championship in Charlotte, North Carolina. It's the Cardinals' first title game appearance since joining the league in 2014.

Kentucky awaits its school-record eighth consecutive bowl destination in December.

------ Get alerts on the latest AP Top 25 poll throughout the season. Sign up here ------ AP college football: https://apnews.com/hub/ap-top-25-college-football-poll and https://apnews.com/hub/college-football