Kentucky stepped on the pedal about the same time Tennessee appeared to be running out of gas Saturday afternoon.
The No. 2-ranked Wildcats scored a 65-62 victory over the Vols before a capacity crowd of 21,678 at Thompson-Boling Arena that was patched with blue-clad Kentucky fans.
The loss snapped UT's five-game home win streak while the Wildcats came from eight points behind in the second half to win their ninth straight.
The Vols were playing on one day's rest after Thursday night's 62-58 loss at No. 20 Mississippi State.
UT coach Cuonzo Martin wouldn't acknowledge any road weariness, instead saying his team had plenty of opportunities.
"You can't make excuses; there were times we shoulda got offensive rebounds and times we got the ball knocked out of our hands and shoulda made layups," Martin said. "I feel like we have the ability. I think if you started the season right now, we're just as good as anybody as far as I'm concerned.
"We didn't go into this game thinking 'let's try compete against the No. 2 team in the country.' We have just as much right to win the game as they do."
Anthony Davis led Kentucky (17-1, 3-0 SEC) with 18 points and four blocked shots, and Michael Kidd-Gilchrist recorded a double-
double with 17 points and 12 rebounds.
Gilchrist's 3-pointer with 4:51 left gave the Wildcats a four-point lead and provided just enough of a cushion.
Jeronne Maymon had a double-double for the Vols (8-9, 1-2) with 15 points and 10 rebounds, and Cameron Tatum scored 16 points.
UT mid-term enrollee Jarnell Stokes, playing his first game after going through just three practices, had nine points on 4-of-5 shooting and four rebounds in the 17 minutes he played.
Tennessee led the majority of the game, up by as many as eight points as late as the 13:05 mark when Maymon scored on a three-point play to make it 47-39.
But a Davis three-point play with 12:47 left ignited a 13-3 Kentucky run that gave the Wildcats a 52-50 lead. Kidd-Gilchrist capped the big blue burst with a pair of free throws with 8:55 left.
A Kenny Hall dunk stopped the bleeding and tied the game at 52-52. But after the teams traded baskets, Marquis Teague hit a free throw at the 5:30 mark to give Kentucky the lead for good, as Kidd-Gilchrist followed with his key 3-pointer that made it 58-54.
Kentucky's lead swelled to 62-54 on a Davis hook with 52 seconds left.
UT had gone seven straight possessions without a point when Skylar McBee hit a 3-pointer with 37 seconds left to cut the lead to five.
The Vols were within 62-60 when Tatum drained a 3-pointer with 27.8 seconds left after Doron Lamb missed the front end of a one-and-one free-throw situation.
UK's Darius Miller, however, hit both ends of his one-and-one free-throw situation with 19.4 seconds left, pushing the lead back to four points.
Tatum's 30-foot attempt missed its mark, and Kidd-Gilchrist finished the Wildcats' scoring with a free throw.
Martin shouldered some of the blame for the Vols' late-game fade.
"I don't think we flowed as smoothly as we needed to, and I think we missed some wide-open threes as well," Martin said. "I don't think I did a good job of demanding we get the ball inside."
Kentucky made stopping UT point guard Trae Golden a priority and held the Vols' leading scorer to a season-low two points, well under his 14.9 points-per-game average.
Tennessee held a 34-28 lead at half on the strength of a 9-0 run heading into intermission.
Maymon scored 10 points and pulled down seven rebounds through the first 20 minutes, keeping the Vols' portion of the crowd into the game.
UT was up six when Stokes hit the first shot attempt of his career 34 seconds after entering the game.
Stokes drove right and hooked a shot over UK's 6-foot-11 center, Eloy Vargas, to make it 19-13 at the 10:44 mark.
Terrence Jones answered with a tip at the other end, but Stokes went right back at the preseason SEC Player of the Year, burying a 10-foot jumper over Jones to keep the lead at six.
"I don't really care what their record is," Kentucky coach John Calipari said. "(Tennessee) is an NCAA tournament team. Just win the games you're supposed to win."
The Vols return to action at 8 p.m. on Wednesday (TV: WVLT) at Georgia (8-7, 0-2) before returning home next Saturday to play defending national champion and 17th-ranked Connecticut (12-3) in a 4 p.m. tip (TV: WVLT).
Mike Griffith covers Tennessee men's basketball. Follow him at http://twitter.com/MikeGriffith32