Louisville held a 66-61 lead with 3:40 left, but couldn't hang on down the stretch as Kentucky came from behind to win 74-69.
Louisville raced to an 18-5 lead out of the gate. The Cardinals seemingly did no wrong in the first six minutes of the game, pressuring on defense and knocking down shots with ease.
But as with many heavyweight bouts, the challenger came back. UK staved off Louisville's run, and cut the Cardinals' margin to 21-16 by the 7:24 mark. Luke Hancock, who hit his first two shots and seemed to be poised for a big game, picked up two early fouls and was forced to sit for the rest of the first half. Louisville reserve Mangok Mathiang also picked up two quick fouls and had to sit.
Kentucky was down 23-18 when a tip-in by Montrezl Harrell put Louisville back ahead by seven. The Wildcats cut Louisville's lead back to five again after a pair of threes cut the margin to 31-26 with just under three minutes left before halftime.
Harrell's second foul was called with 2:30 left and resulted in a pair of free throws by Dakari Johnson to cut UofL's lead to 32-28. Frustrated with picking up his second foul on what he believed was a bad call, Harrell compounded the issue with a charge on the next possession.
Forced to finish the half without Harrell or Mathiang, Kentucky pounded the ball in the post and cut the Louisville lead to 32-31 with just over 30 seconds left before halftime, but Smith hit a running bankshot to put Louisville ahead by three at the half.
Louisville hit 50 percent from the field in the first half, but missed 9 of 15 foul shots including a strange 4 of 10 shooting performance by Smith, Louisville's All-American senior. Still, the Cardinals led by three while dominating the points in the paint 22-12.
Harrell didn't start the second half, but Hancock was back in the lineup. Kentucky's James Young picked up his third foul on the first possession of the second half and immediately went to the bench.
A pair of free throws by Aaron Harrison cut Louisville's lead to 34-33 with 19 minutes left, but a pair of free throws by Chris Jones pushed the lead back to three. A layup by Johnson cut the margin back to one point again,but a drive and dunk by Hancock put UofL back ahead 38-35.
Kentucky tied the game with 14:45 left after a 1-2 free throw trip by Aaron Harrison and a drop-step and bankshot by Julius Randle. Hancock put Louisville back in the lead with a reverse layup, and a tip-in by Harrell put Louisville ahead 42-38.
A dunk by Johnson cut the margin back to two points, but Louisville answered seconds later with a driving layup by Smith. The teams traded baskets, Johnson on one end and Smith on the other until a 3/4 court pass from Hancock to Harrell resulted in a thunderous dunk to put Louisville ahead 48-42 with 12:30 left.
A jumper by Andrew Harrison stemmed the Louisville tide for a possession, but a driving bankshot in the paint by Chris Jones put UofL ahead 50-44 with 11:13 left. Back-to-back layups by Andrew Harrison cut Louisville's lead to 50-48 with 9:47 left prompting a Louisville timeout.
UofL came out of the timeout and ran a backdoor cut play for Smith which worked to perfection. Kentucky answered with a spectacular alley-oop between Aaron Harrison and James Young. Louisville's Chris Jones answered with a driving bankshot.
A basket interference call gave Harrell a basket and put Louisville ahead 56-50 with just over eight minutes left. A pair of free throws by Aaron Harrison on a loose-ball foul on Smith cut the margin back to four points, but a three by Hancock gave Louisville a three possession lead, 59-52.
After Kentucky answered, another three and a pair of free throws by Hancock put Louisville ahead 64-57 with 5:32 left. A pair of free throws by Andrew Harrison were answered with a pair of free throws by Hancock.
Louisville led 66-61 with 3:40 to go when Randle drove to the basket for a bankshot to cut Louisville's lead to three points. A rebound and putback by Alex Poythress cut Louisville's to 66-65 and the subsequent free throw tied the game with 2:13 left.
Harrell fouled out with 1:26 left, and Poythress hit 1-2 from the line to give Kentucky a 67-66 lead. Louisville regained the lead on a jumper by Smith, but Kentucky answered with a three by Aaron Harrison to take a 70-68 lead with 36 seconds left.
Hancock drove into the lane and put up a shot while falling down, and the ball karemed out of bounds with 15.3 seconds left. The ball was originally called out on Kentucky, but the officials went to the monitor to review the call. The call was upheld after a length review.
Wayne Blackshear was fouled with 14.2 second left, but he missed the first of two free throws. He hit the second giving Kentucky the ball with a 70-69 lead with 14.2 seconds left.
Stephan Van Treese fouled Randle with 13.0 seconds left, his fifth foul. Randle stepped to the line and hit both free throws. Louisville inbounded the ball to Smith, he brought it up court and launched a three that bounced off the front of the rim with just under five seconds left.