The Kentucky football team scored 31 points in the second half to stun their in-state rival Louisville Saturday afternoon, 38-31 in one of the most memorable comebacks of the 2023-24 college football season. Louisville, favored by 7.5 points entering the game, was awarded the fabled Governor's Cup for the 20th time since the two school's first matchup in October of 1912. The upset victory dashed any remaining hopes the number 10-ranked Cardinals had of making this year's College Football Playoff.

Kentucky won the turnover battle and committed zero penalties, getting off the mat despite trailing by as much as ten points with 2:59 remaining in the third quarter.

The Wildcats didn't take their first lead in the game until there was 8:37 remaining. That's when senior quarterback Devin Leary completed a 20-yard touchdown pass to running back and fellow senior Ray Davis. Davis had 14 carries for 76 rushing yards in the game, complemented by four catches on 51 yards receiving while scoring three touchdowns, including two in the air. Leary finished the game by completing 12-of-22 passes with three touchdown passes and one interception. He was sacked once.

Kentucky football's final regular season record of 7-5 makes them bowl-eligible for the eighth consecutive season. The team is 4-3 in bowl games under head coach Mark Stoops, who took over the program in 2013. Louisville's upset defeat gives a big hope to the New Year's Bowl chances to Ole Miss.

Louisville finishes the season at 10-2 and has already clinched a spot in the ACC title game in Charlotte on December 2nd, where they'll matchup against Florida State, who entered Saturday ranked 5th in the nation.