Kentucky did not wear black jerseys for its "Blackout" game against Mississippi State on Saturday night. But the Wildcats did leave Commonwealth Stadium black and blue thanks to MSU tailback Anthony Dixon.

Dixon, a 6-foot-1, 235-pound senior, bludgeoned the UK defense for 252 yards on 33 carries and scored two touchdowns to lead the Bulldogs to a 31-24 win over the Cats on Homecoming Night. Dixon scored the game's decisive touchdown on a 3-yard run late in the third quarter.

Dixon is Mississippi State's all-time leading rusher and is now over 3,600 career yards but had never really done too much damage against UK in the past, rushing for just 137 yards in three previous meetings. But Dixon looked like Adrian Peterson on Saturday night.

"You've got to give him credit; he ended up being a lot better than we thought," UK defensive coordinator Steve Brown said. "He's a daggone-good back. For someone to be able to rush for that many yards, we've got to take a close look at what we're doing schematically and personnel-wise."

The Kentucky defenders were also complimentary of Dixon's big night but felt their mistakes and poor tackling had as much to do with it as anything.

"I definitely think he's a great back, and I definitely think he's a guy you'll see playing on Sundays," UK defensive tackle Corey Peters said. "I'm not sure how many yards he ended up with, but I'm sure it was quite a bit."

When told that Dixon had 252 yards, Peters quickly replied, "He's not that good."

Kentucky appeared in decent shape at halftime as kicker Lones Seiber nailed a 33-yarder at the horn that gave them a 17-10 advantage.

But after giving UK two first-half interceptions, State got a big turnover of its own to start the second half when strong safety Charles Mitchell knocked the ball out of Alfonso Smith's grasp and into the hands of Jamar Chaney at the UK 47. Dixon then grinded out runs of 8, 17, and 9 yards before his 2-yarder tied the game at 17 with 11:48 in the third.

Kentucky responded with an eight-play, 65-yard drive, all on the ground, and reclaimed the lead at 24-17 on Randall Cobb's 3-yard run with 7:49 left in the third.

Lee then made up for his two early picks by rolling right, play-faking and hitting a wide open O'Neal Wilder, who had gotten behind the UK secondary, for a 67-yard bomb that tied the game back up at 24 with 6:56 in the third.

Dixon went over the 200-yard mark on a 48-yard run to the UK 41 with four minutes remaining in the third quarter, and then picked up two yards at quarterback in the 'Wildcat' on a key fourth-and-1. Lee then went play-action again, finding tailback Christian Ducre over the middle for a 26-yard gain to the Kentucky 3. Dixon then tacked on his second TD on a 3-yarder with 59 seconds in the third quarter to give State a 31-24 lead.

"You've got to give Mississippi State credit," Kentucky Coach Rich Brooks said. "They out-coached us. They outplayed us. We were in position at halftime to take care of business and immediately turn it over and allow them to go right through us.

"I'm not sure I remember a team running the ball as effectively on us the way they did. Most of it between the tackles. They came in here and did what they had to do and we didn't do what we had to do."

Kentucky freshman quarterback Morgan Newton struggled in the passing game for most of the night but did show a knack for making clutch throws on third down. After Dixon's touchdown gave MSU the lead, Newton marched the Cats in position for a tying score by completing a trio of third-down passes, including a 17-yarder to Chris Matthews to the Mississippi State 31. But Newton was sacked on fourth-and-5 from the MSU 16 and the Bulldogs ran out the clock.

Newton also made a major blunder the series before on third down at the MSU 6 when he threw a careless, no-look pass under pressure that was picked off by Chaney.

Most games in the recent history of the Kentucky-Mississippi State series have been close, physical slugfests, and Brooks said Dixon's performance proved that MSU was more on the attack than his ball club.

Auburn runs a similar spread offense as Mississippi State and also has a marquee back (Ben Tate), but the Wildcats shut down the Tigers two weeks ago. MSU picked up 493 yards of total offense.

"The disappointing thing was that even though there were holes and a lot of progress into our secondary, we really didn't tackle," Brooks said. "We weren't as physical as we were in the Auburn game or in most of our games. They were more physical on both sides of the ball tonight. I guess I didn't get my message to the team. We talked about how physical this game was going to be, and they came in here and took care of it, and we didn't."

The loss drops UK to 4-4 overall and 1-4 in the SEC. It also was a serious blow to a program hoping to step up a notch or two on the bowl food chain. Mississippi State (4-5, 2-3) is now at least back in the mix for a postseason bid.

"The season isn't lost but certainly isn't going to be the type of season that we thought we could be if we had won this football game,' Brooks said. "The key thing is to get a win before we go on the road and then try and steal one or two on the road and get bowl-eligible. But there's no question this is a very disappointing loss."