COLUMBIA, S.C. — South Carolina had Kentucky at hello, but the No. 13 Gamecocks had some serious trouble getting the Cats to say goodbye.
South Carolina, which scored early and often to gain a 21-point lead in the second quarter, had to hold off a late attack Saturday night before topping the Cats for the third straight time, 35-28.
Mark Stoops was "proud" that UK fought back to make a game of it, but the Kentucky coach admitted he was "very frustrated" they didn't win.
"Our players showed a lot of character, showed a lot of toughness, that they're doing things the right way," he said.
The Gamecocks won their 14th in a row in front of a sold-out crowd of 82,313 at Williams-Brice Stadium, a place where UK hasn't won since 1999.
"It was a good win," South Carolina Coach Steve Spurrier said. "It's always fun to be tested."
Early on, it looked like the test never left Lexington.
It took South Carolina less than two minutes to seize control of the game when Damiere Byrd got away from Cody Quinn and caught a 62-yard pass from Connor Shaw to give Gamecocks a 7-0 lead.
On their second possession, the Gamecocks needed 10 plays (and four-plus minutes) but still ended up in the same destination as Mike Davis ran 22 yards through the middle of the UK defense to make it 14-0 midway through the first quarter.
At the end of the first quarter, Kentucky had just 34 yards of total offense to 224 for the Gamecocks, who opened the second quarter with yet another touchdown run by Davis, this one on a 1-yard push up the gut of the Cats' line to make it 21-0.
Down and seemingly out, Kentucky responded midway through the second quarter with a 14-play, 75-yard scoring drive, capped by Raymond Sanders' 2-yard run.
For the second time in the game, a UK running back took the direct snap with quarterback Jalen Whitlow lined up wide. It worked on the second try.
Whitlow, playing a complete game for the first time this season after being named the starter, looked the part, even in the loss.
The sophomore scored one rushing touchdown and passed for another to help lead the Cats' comeback. Whitlow finished 17-for-24 passing for 178 yards. He rushed 17 times for 69 more.
"We understand he's not perfect, he missed a few throws here and there, but he made some good runs," Stoops said. "With that dimension, it does add some things."
But more importantly, Whitlow was out there guiding the offense as it grew up in Columbia.
"Good to see the offense find their rhythm, move the ball, get the ball in the end zone," Stoops said. "I was proud of that."
After scoring on their first three possessions, the Gamecocks offense stalled behind backup quarterback Dylan Thompson and was forced to punt for the first time with 5:15 to go in the first half.
Two big USC defensive plays — Raymond Sanders getting tackled behind the line of scrimmage and Whitlow getting sacked by Kelcy Quarles — kept Kentucky from capitalizing out of the locker room.
After going 2-for-28 on third downs against Louisville and Florida and early in this game, Kentucky turned third downs into touchdowns on two consecutive possessions.
First, Demarco Robinson caught a 4-yard pass from Whitlow, and it looked as though the Gamecocks got a stop at the goal line before it was overturned on review.
Next, UK took advantage of a South Carolina fumble on the ensuing kickoff (forced by Malcolm McDuffen and picked up by Dyshawn Mobley) on the Gamecocks' 35-yard line.
After an unsportsmanlike penalty against USC gave UK the ball at the 14-yard line, Whitlow found Ryan Timmons alone in the left corner, and the UK freshman scored his first career touchdown to pull the Cats within 27-21 with 11:50 to play.
USC's Shaw, who just a few days ago wasn't expected to play after injuring his shoulder in the last game, gutted out a 2-yard touchdown run to take some of the air out of the Cats' balloon.
Then the senior found Nick Jones in the back of the end zone to complete the two-point conversion to give the Gamecocks (4-1, 2-1 Southeastern Conference) a 35-21 lead with eight minutes left.
The Cats weren't done yet, using an eight-play, 81-yard drive to pull within 35-28 with four minutes to go on Whitlow's 1-yard scoring surge.
Kentucky tried an onside kick, but Shamier Jeffery nabbed it out of the air and gave South Carolina, which has won 13 of its last 14 over the Cats, the ball on its own 39-yard line, and the Cats ran out of time.
"I felt like if we could've gotten another stop there defensively, that we could have given ourselves a chance to score," Stoops said.
UK's defense was led by Avery Williamson and Nate Willis, who had nine tackles apiece.
Davis led the Gamecocks with 21 rushes for 106 yards and two TDs.
■ Kentucky's Alvin "Bud" Dupree missed a good portion of the game with a muscle strain in his shoulder. Stoops said the junior defensive end strained his pectoral muscle while lifting on Thursday. He tried to play through the pain, but had to come out. In his place, Jason Hatcher had three tackles, including one sack.
■ Steve Spurrier couldn't hide his displeasure about Jadeveon Clowney's absence.
The defensive end came to the coaches before the game and said the bruised ribs that kept him from practice Thursday were too sore for him to play. So the 6-foot-6, 274-pound All-American watched. If Clowney "wants to play, we will welcome him to come play for the team if he wants," Spurrier said. "But he if doesn't want to play, he doesn't have to play. Simple as that."
Jennifer Smith: (859) 231-3241. Twitter: @jenheraldleader. Blog: ukfootball.bloginky.com.