The Auburn Tigers were hammered on the boards and couldn't hold on after keeping it close most of the way.
Chris Denson scored 26 points, 17 in the second half, but the Tigers still fell 64-56 to No. 14 Kentucky on Wednesday night.
It was a familiar feeling for Denson and the Tigers (11-11, 3-8 Southeastern Conference), who have lost two straight since a three-game winning streak.
"Like all the games we've lost, we lost in the trenches, or rebounding," Denson said. "We (gave) up too many offensive rebounds. We didn't make plays down the stretch.
"We were up by three and we were conservative trying to hold the lead, and we can't do that with a good team like Kentucky."
Andrew Harrison scored 16 points for Kentucky (19-5, 9-2), which won its fourth consecutive game despite making just 17 of 55 shots (30.8 percent).
The Wildcats made 9 of 12 free throws over the final 2 minutes to put away from the Tigers while scoring 16 points below their season average.
Julius Randle had 12 points and 12 rebounds for Kentucky, which held a commanding 49-36 advantage in rebounding. Aaron Harrison scored 10 points.
Auburn's KT Harrell was 2-of-15 shooting and missed all seven 3-point attempts to finish with seven points, 12 below his average.
Harrell had made at least one 3-pointer in every game coming in.
Shot-blocking center Asauhn Dixon-Tatum fouled out after playing just 12 minutes, failing to score and managing two rebounds.
The Tigers had just two assists and shot 32.7 percent (18 of 55).
"They made winning plays when the game mattered," Tigers coach Tony Barbee said of Kentucky. "With 10 minutes to go in the game, we had a three-point lead and from that point forward they made the majority of the winning plays.
"That's what this game comes down to."
Auburn has dropped two straight since a three-game winning streak.
The Wildcats didn't take control until the final 8 minutes.
The Harrison brothers combined to score the last seven points of a 9-0 run that put the Wildcats ahead 50-42.
Auburn came as close as five points when Denson hit a basket and free throw to snap a field goal drought of 4:31 for the Tigers.
Auburn had trailed by nine points early in the second half before going on a 16-4 run. Allen Payne's putback with 11:29 left gave the Tigers a 38-35 lead.
"There came a point in time during the game when you had to step up, or you were going to lose the game," Andrew Harrison said. "It comes from mental toughness and what's inside."
The Wildcats, who came in averaging 79.5 points per game, didn't make a field goal in the final seven minutes of the opening half. They still led 28-22 over Auburn, which couldn't sink a basket over the final four minutes.
Both teams had their offensive struggles.
Kentucky grabbed 22 offensive rebounds. The Wildcats also attempted 40 free throws, making 25.
Kentucky held Auburn to 2-of-16 shooting from 3-point range after holding Mississippi State to just one over the weekend.
The Tigers were 0 of 15 in last season's meeting.
Auburn backup center Matthew Atewe had six points, 13 rebounds and four blocked shots. He also fouled out after getting called for a late technical.
Kentucky coach John Calipari started five freshmen for the fourth straight game, all wins.
"These kids had to fight," Calipari said. "We got the rebounds and stops we had to have late. We get out with a road win while shooting 30 percent. I'm happy. I'll just go home. I'll watch the game on the plane, probably scream and yell at the front of the plane watching it.
"We had guys going through the motions out there. Well, you're out. I'm going to play guys who are going to fight. Who is going to battle?"