Darius Miller made two free throws and Michael Kidd-Gilchrist added another in the final 20 seconds and No. 2 Kentucky beat Tennessee 65-62 on Saturday.
The Wildcats (17-1, 3-0 Southeastern Conference), who trailed by as many eight points in the second half, took a 62-54 lead with 53 seconds to go.
Tennessee's Skylar McBee hit a 3-pointer and after a timeout, Jeronne Maymon fouled Kentucky's Doron Lamb, who missed the front end of a 1-and-1. Cameron Tatum hit a 3 to cut the margin to 62-60 with 28 seconds left.
Maymon fouled Miller, who hit two shots. Tatum attempted a 3-pointer, but the ball bounced off the rim with 10 seconds left to end the Vols' upset hopes.
Anthony Davis led the Wildcats with 18 points while Kidd-Gilchrist added 17 points and 12 rebounds and Terrence Jones scored 10 points.
Tatum led the Volunteers (8-9, 1-2) with 16 points, and Maymon had 15 points and 10 rebounds.
Tennessee led by eight points with 13:46 to play and held a 48-42 lead when the Vols missed three straight 3-point attempts and the Wildcats went on a 10-2 run. Jones and Kidd-Gilchrist each converted a three-point play, with the second tying the game at 50 with 9:28 to go.
Kenny Hall hit a layup with 6:58 to go, which would be the Vols' last points for a 6:21 stretch. Kentucky, which shot 50 percent after halftime limited the Vols to 39.3 percent An 8-0 run capped by a short jumper by Davis gave the Cats the 62-54 lead with less than a minute left.
This was Kentucky's second SEC road win of the season, matching its total for last season. To get it, the Wildcats had to survive a tough effort by its East Division rival.
Tennessee took an early lead as Kentucky missed three straight shots. Josh Richardson spun and hit a jumper for the Vols, Trae Golden answered with a fade and Tatum stole the ball and took it to the rim to give Tennessee a 14-8 lead.
The Vols remained in control until midway through the half when they started committing unforced mistakes. Tennessee turned the ball over six times over the stretch of nine possessions.
Kidd-Gilchrist and Kyle Wiltjer hit four free throws during a stretch of six straight points during an 8-0 Kentucky run, and a hook shot by Darius Miller gave the Wildcats a 28-25 lead, their largest of the first half.
That's when the Vols started running right at the Wildcats' big men, drawing fouls along the way. Tatum and Maymon hit 4 of 6 free throws.
Kentucky coach John Calipari was called for a technical while arguing a charging foul called on Marquis Teague. Tatum hit one of the free throws awarded to Tennessee, who retained possession because of the technical. Jarnell Stokes rebounded a missed shot and hit a layup to give the Vols their 34-28 halftime and send the fans into a frenzy.
Tennessee got a boost from Stokes, a freshman who played in his first college game just days after becoming eligible to play. The highly rated prospect graduated high school in Memphis a semester early and signed with the Vols on Dec. 23.
Stokes hit 4 of 5 from the field, had nine points and four rebounds in 17 minutes.