The team is remembered by many college football fans for its prolific offense, led by seniors Rafael Little, Keenan Burton, Stevie Johnson, and André Woodson.

[4] The Golden Flashes Eugene Jarvis scored on a ten-yard run up the middle, but John Conner and Tony Dixon ran in, and André Woodson hit Keenan Burton to the right for 51 yards and a touchdown.

[4] With 28 seconds left, André Woodson threw a 57-yard touchdown pass to Stevie Johnson to knock off #9 Louisville, the first time the Wildcats had beaten a top ten team in thirty years.

Rafael Little ran up the middle for a ten-yard score in the second quarter, but Seiber missed the PAT, resulting in a 19–7 Kentucky lead.

Brian Brohm passed to Harry Douglas for a TD, and Louisville added a ten-yard touchdown run from Anthony Allen to pull in front 21–19.

Brohm would've been sacked for a loss on the drive, but a fifteen-yard personal foul penalty on cornerback Trevard Lindley gave the Cardinals room to operate as well as a fresh set of downs.