Janee Thompson scored the Wildcats' final six points, including the go-ahead 3-pointer in the closing seconds, as No. 9 Kentucky used a late rally to down seventh-ranked Louisville, 48-47, to take the Battle of the Bluegrass.
Thompson finished with 13 points, while DeNesha Stallworth dropped in a game- high 14 for Kentucky (6-1), which has won five straight.
Shoni Schimmel netted 13 points to pace the Cardinals (8-1), who were handed their first loss of the season.
Sara Hammond added 12 points in defeat.
Both teams struggled to find an offensive rhythm over the opening portion of the first half as Kentucky held an 8-2 lead eight minutes into the frame, but then Louisville reeled off a 14-4 run to go on top, 16-12, on a Schimmel 3- pointer.
The Wildcats battled back to knot the game at 16-16 with 3 1/2 minutes left, but Louisville closed out the half with a 7-2 push to carry a 23-18 lead into the break.
The Cardinals carried that momentum into the second half by opening the stanza with six straight points to build a double-digit lead.
Kentucky was held at arm's length over the majority of the second half until a late 8-0 push brought them within 41-38 with 5 1/2 minutes to play.
The Wildcats kept the game close from there and after Thompson dropped in three foul shots to close the gap to 46-45 with about a minute to play, Bria Smith went 1-for-2 at the line on the other end to make it a two-point game.
Thompson then sank the decisive 3-pointer with less than 10 seconds remaining and Smith's shot following a timeout was blocked by Azia Bishop to seal the win for the Wildcats.