Tennessee coach Phillip Fulmer was -- in a word -- relieved.
With an appearance in the Southeastern Conference title game already wrapped up, the No. 15 Volunteers rallied with two touchdowns in the fourth quarter to avoid an embarrassing loss and beat Kentucky, 37-31.
And while a field goal would have given Tennessee the lead in the final minute, the Vols didn't want to risk it after Kentucky had already blocked two kicks.
Gerald Riggs finally put Tennessee ahead to stay with a 12-yard touchdown run with 38 seconds remaining.
"Really relieved," Fulmer said. "I love each and every one of these guys, but they are making an old man out of me and the rest of the staff."
Kentucky (2-9, 1-7) lost its 20th straight game to Tennessee, though the Vols' defense had another lackluster effort in its regular-season finale.
On a cold rainy day, the Vols (9-2, 7-1) found themselves down, 31-22, in the fourth quarter to one of the worst offenses in the country.
A trick play helped start the comeback. Rick Clausen tossed the ball to C.J. Fayton, who completed a 53-yard pass to Robert Meachem at the Kentucky 12. Tony Brown scored on a 12-yard touchdown pass from Clausen two plays later.
Clausen was intercepted on Tennessee's next possession, but Kentucky could not take advantage and had to punt.
The Vols got the ball back at their 40 with about 4 1/2 minutes left and trailing, 31-29.
They marched into field-goal range, but with Kentucky's Lonnell Dewalt having blocked an extra-point kick and a field goal earlier in the game, Tennessee passed up a chance to let the kicker try to win it.
Dewalt finished the season with seven blocked kicks, a school record.
Riggs ran straight through the line on third down for the touchdown, and Cedric Houston added another run for the two-point conversion.