The out-of-sorts look on Kentucky players' faces late in the game was perhaps the best indication of how well things were going for Cleveland State on Monday night.

The Vikings were leading 54-44 with 7:41 left and seemed to have an answer for every Wildcats salvo with Bryn Forbes leading the way. But the momentum quickly changed as Kentucky's highly-touted freshmen woke up and took charge, leading a 24-7 stretch run that left Cleveland State with a 68-61 loss instead of the signature win against the nation's third-ranked team.

"I mean, we were in control of the game, but down the stretch we let the adversity get to us and we let the environment get to us," Vikings guard Trey Lewis said of playing before 21,067 in Rupp Arena.

"This is a learning experience for our team, so what we took out of it is that we are going to grow from being in this situation. You've got to go through these situations to get better and go where we want to go to."

Forbes' 3-pointer provided a 57-56 lead with 3:09 left and perhaps a hint that the Vikings weren't going away before Kentucky 7-footer Willie Cauley-Stein made one of two free throws to tie it. Andrew Harrison followed with his drive and free throw for the second of two three-point plays to break the tie with 2:08 left, and twin brother Aaron added a 3-pointer for a six-point Wildcats lead.

That pretty much did it for the Vikings.

"I felt bad for our kids because I thought they put themselves in a position to win a game," Cleveland State coach Gary Waters said. "We kind of faltered at the end if I want to call it that; that's something that we need to get better at.

"I asked them in the locker room what happened at the end, and they came up with all different kinds of answers. I said one thing happened: we were undisciplined at the end."

Forbes' 22 points led the Vikings (3-3), who were trying to follow up Saturday's 87-74 victory over Robert Morris. Lewis added 15 points and Sebastian Douglas 13 for Cleveland State, which started both halves shooting well but wilted down the stretch and was outrebounded 42-35.

After matching Kentucky 14-14 in the paint in the first half, the Vikings were outscored 14-8 in the second. They finished with an 18-17 edge in second-chance points but was dominated 19-4 by the Wildcats' bench.

Andrew Harrison scored 12 points as the brothers combined for 23.

Julius Randle led Kentucky (5-1) with 15 points and 15 rebounds on a night the Wildcats shot just 36 percent.

Cauley-Stein finished with 11 points for Kentucky, which shot just 19 of 53 from the field.

Kentucky's strong finish seemed unlikely late in the game as it struggled to make headway against a Vikings team that led by as many as 11 and seemed to answer every Wildcats charge with a basket that silenced the crowd.

Then came the Wildcats' final flourish that ended a tense game featuring five ties and six lead changes, prompting 21,067 to give the Vikings a standing ovation after the final buzzer.

"Classy move by our fans giving them a standing ovation, because they deserved it," Kentucky coach John Calipari said. "They never cease to amaze me, our fans."

Of course, the Vikings deserve credit for making them and the Wildcats nervous.

The Vikings frequently outhustled the Wildcats' all-freshman starting lineup, beating them for a couple of easy baskets inside while Forbes burned them for a wide-open 3-pointer from the top of the arc because of a failed switch.

The Vikings had several of those moments in making five of their first six from the field and 6 of 10 en route to a 19-12 lead that created a nervous murmur in the Rupp Arena crowd.

Kentucky battled back with a 15-5 run for a 27-24 lead but Cleveland State scored the final seven points of the half thanks to Forbes' three free throws after being fouled by Dominique Hawkins.

Cleveland State eventually built a 44-33 lead with 14:11 left, forcing Calipari to call timeout. The Wildcats responded to get within 47-44 with 9:21 left on two Randle free throws but the Vikings soon built it back up to 10 points before Kentucky's final flourish.