Coach Mark Stoops knew Kentucky's defense would have trouble with No. 7 Louisville's offense.
The Wildcats (1-2) spent most of the first half with a different defensive front than they normally use.
Their new schemes even worked for a while before the Cardinals solved them in the second half and rolled to a 27-13 win on Saturday.
"I said it all week, that (Louisville) could run the ball when they wanted to," Stoops said after his team was outgained 492-376, including 242-162 on the ground.
"Late in the game, they ran it on us. But it was just different looks, a different defense. It gave us a chance. I thought it gave us some stops early."
While Louisville (3-0) sputtered offensively in the first half, so did Kentucky.
The dual-quarterback system alternating Maxwell Smith and Jalen Whitlow did not succeed as well as it did in last week's 42-7 win over Miami (Ohio).
Smith played all but two snaps in the first half before aggravating a shoulder injury and being replaced by Whitlow in the second. The two combined to complete just 17 of 37 passes for 214 yards with an interception and a fumble.
Louisville's Teddy Bridgewater struggled early as well before throwing a touchdown pass that jumpstarted the Cardinals' offense.
Senorise Perry ran for 100 yards and two touchdowns and Bridgewater overcame a shaky start to complete 16 of 28 passes for 250 yards and the Cardinals scored on four consecutive drives to pull away.
Bridgewater connected with DeVante Parker for a 13-yard touchdown just before halftime that opened things up for Louisville.
Perry followed with second-half TD runs of 1 and 36 yards sandwiched around John Wallace's 21-yard field goal that provided a cushion. He finished with 100 yards on 11 carries to help the Cardinals earn their third straight Governor's Cup.
The Cardinals' defense held Kentucky to 0 for 13 on third downs and forced three turnovers, including two in their territory on consecutive possessions to preserve a win that required more work after easy wins over Ohio and Eastern Kentucky.
"That's just good to show that we focused on the money down," Louisville middle linebacker Preston Brown said. "Third down is a big down for us. We got off the field when we needed to."
Alex Montgomery caught a 3-yard touchdown pass from Jalen Whitlow in the fourth quarter and Joe Mansour kicked two field goals for Kentucky.
He had just 58 yards through one quarter and looked especially out of sync in throwing behind Robert Clark after the Cardinals recovered a Whitlow fumble at the Wildcats 27. Wallace salvaged the drive with a 36-yard field goal for a 3-0 lead.
But Kentucky's offense couldn't take advantage as receivers dropped passes from Smith while Raymond Sanders fumbled a handoff at the Louisville 13 late in the second quarter.
"It all comes down to execution, and we just didn't execute. That's all," Smith said. "We had a good game plan. There were times when things were rolling a little bit, and just certain plays maybe one guy wasn't executing right."
The turnover ended a chance for the Wildcats to tie the game after Bridgewater got untracked to hit a leaping Parker over two defenders in the left corner with 2:36 left in the half.