KNOXVILLE, Tenn. (AP) -- 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 on Saturday.
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 and 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 4½ 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 attempt 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.
Tennessee's Corey Campbell intercepted Shane Boyd's pass with six seconds left to seal the win.
"We were able to overcome some of our mistakes in the first half," said Kentucky coach Rich Brooks. "In the fourth quarter, the offense went into hibernation."
The Vols said they believed they would win.
"It seems like we've been down a lot in the fourth this season so it wasn't too bad. We were confident we could do what we needed to win," Tennessee offensive guard Rob Smith said.
Clausen, playing for injured freshmen Erik Ainge and Brent Schaeffer, was 26-of-41 for 349 yards with two touchdowns and two interceptions. Houston had 127 yards rushing on 24 carries, and Meachem had five catches for 145 yards and a touchdown.
The Vols rolled up 606 yards of total offense in Clausen's second start.
Boyd threw two touchdowns to freshman Jacob Tamme and finished 20-of-32 for 218 yards.
The Vols were looking to build some momentum going into their rematch with No. 3 Auburn for the SEC title, and the defense will clearly have to play better next week.
The defense also struggled last week in a 38-33 win at Vanderbilt.
"Coming in, I thought we might be strong on defense and weak on offense, but it was just the opposite," Fulmer said. "I just don't think we played as passionately as we should have."
Kentucky was playing without its offensive coordinator Ron Hudson, who resigned on Monday with his team ranked last in the SEC in total offense.
But the Wildcats controlled most of the game even with their leading receiver, Glenn Holt, injuring his hamstring in the game.
Kentucky led after the first quarter for the first time this season.
The Wildcats started to pull away after Ricky Abren returned an interception 6 yards for a touchdown at the beginning of the second quarter to make it 17-7.