No. 8 Kentucky and its heralded freshmen weren't ready for the first true road test of the season.
The Wildcats looked comfortable at the start against Notre Dame, jumping to an early six-point lead.
But once the Fighting Irish and their sellout crowd got going, Kentucky faltered and lost 64-50 on Thursday night.
"We came out a little shell-shocked and we started playing their game, which is slow down and half court," said Julius Mays, who led the Wildcats with 16 points.
"I think we're more of an up-tempo team."
Kentucky coach John Calipari said the Wildcats struggled down the stretch.
"It was obvious they needed help from me and it was obvious they didn't get it from me," he said.
Calipari said his young team wasn't ready for the atmosphere.
"It's tough to coach new teams each year, that's what is hard. That's just part of what we have to deal with. Every team is new, and we are just learning about our team," he said.
The Wildcats also lost to Duke 75-68 in Atlanta on Nov. 13.
Junior guards Eric Atkins and Jerian Grant paced the Irish (7-1).
Atkins led the Fighting Irish with 16 points, Grant had 13 points and six assists and Jack Cooley added 13 points and 11 rebounds.
"The way our guards were controlling things, I didn't have to do a lot of coaching," Notre Dame coach Mike Brey said.
"Those guys were coaching the team. Eric Atkins running things, calling sets. When you have a veteran backcourt doing that, I just don't want to get in their way too much."
Notre Dame outplayed Kentucky (4-2) inside during the first half and held the Wildcats to a season-low 40 percent shooting for the game.
The Irish shot 48 percent, the best anyone against Kentucky this season.
The senior captains of the top-ranked Notre Dame football team, linebacker Manti Te'o, defensive end Kapron Lewis-Moore, tight end Tyler Eifert and tackle Zack Martin, got a standing ovation when they were introduced at halftime.
Students rushed the floor after the Irish wrapped up their second win over the Wildcats in the past 13 meetings.
Grant was disappointed in the fans' reaction, saying it wasn't like last season when the Irish upset top-ranked Syracuse.
"I'd rather not have them on the court. Last year was kind of a surprise game. This year, going into it, all of us were expecting to win this game," he said.
Calipari said his team didn't compete.
"They beat us to balls. They beat us around the basket. We didn't compete. We didn't execute. We didn't play together. There's a lot of things we didn't do," he said.
Nerlens Noel added 10 points. Two Kentucky freshmen struggled. Archie Goodwin, who is averaging 19 points, was 1 of 7 shooting and finished with three points and Alex Polythress, who is averaging 18.4 points, had just one basket and was 1 of 3 from the free-throw line.
The Irish outrebounded Kentucky 33-27.
"We just knew that we could attack their bigs," Cooley said. "We watched film on them and knew that they had young bigs, and we could try to outsmart them instead of out-athleticizing them. Not really change how we play but just do what we do."
Brey said his team played with poise whenever Kentucky started rallying.
"When we don't have good offensive stretches, we're still able to concentrate defensively," he said.
Notre Dame led 36-25 at halftime. The lead was around 10 points when Cameron Biedscheid, who had 10 points, hit a 3-pointer to ignite a 10-0 run that included a 3-pointer by Grant and another jumper by Biedscheid and gave Notre Dame a 55-35 lead.
Calipari said he hopes his team learned something in the loss.
"What I hope they figure out is you've got to do it together. You have to give Notre Dame credit. What a great crowd, with a great student body. They ground us out. That's how we usually play when we get up," he said.