A minuscule crowd saw a monumental loss.
In front of a Commonwealth Stadium that looked slightly more than a fourth full, Kentucky suffered its worst loss to Vanderbilt since 1916, falling 40-0 on Saturday.
"There are some hurt young men in there right now," Coach Joker Phillips said after Kentucky's eighth straight loss. "They are definitely not proud of the way they've performed today. I shouldn't say they; I should say the way we performed. It was not a very good performance by us."
A team that historically plays Kentucky close had a historic victory over the Cats, handing them their first shutout at Commonwealth Stadium since 1993. It was Vanderbilt's first Southeastern Conference shutout since 1968.
Junior linebacker Avery Williamson said the UK locker room was eerily quiet after the defeat.
"Nobody wants to talk too much," he said. "We weren't really expecting that."
Kentucky (1-9, 0-7 SEC) looked like a team that was hit by something quite unexpected as Vanderbilt grabbed a 27-0 lead before halftime.
One of the nation's worst teams on third downs (converting on just 29.2 percent of its attempts) managed to connect on eight of its first 10 tries and 11 of 17 for the game.
Vanderbilt's first score of the day, a 34-yard pass from Jordan Rodgers to Jordan Matthews, was on a fourth-down play.
Rodgers, who finished with 220 yards passing and two touchdowns, went 18-for-29 in the win, the third straight for Vanderbilt (5-4, 3-3).
Three different running backs scored for the Commodores, who racked up 447 yards of offense to 260 for Kentucky. Vandy rushed for 227 yards behind Zac Stacy's and Brian Kimbrow's 69 yards each.
"They do a creative job of running the same stuff over and over and over again and finding cracks," defensive coordinator Rick Minter said. "It's what they have to do and they do it well."
The Commodores got rushing touchdowns from Wesley Tate, Stacy and a 33-yarder from third-string running back Kimbrow.
"We couldn't stop the run game; we couldn't get off the field on third down," said Williamson, who had a career-best 20 tackles for UK. "We just had some real stupid mistakes."
The stupid mistakes included seven penalties for 100 yards, two catch-interference calls on punt returns and a Cats fair catch of a ball that was clearly going to bounce into the end zone.
"Special forces was really bad today," Phillips said. "A lot of things that we hadn't seen all year, and that's one of the areas where we had been fairly good, fairly consistent."
Kentucky's quarterback play continued to be inconsistent behind true freshmen Jalen Whitlow (5-for-12 for 66 yards) and Patrick Towles (8-for-23 for 93 yards).
As the Cats head into their only bye week of the season before their final home game against Samford, there aren't a lot of easy fixes in sight.
"It's not like there's any magic dust you can sprinkle on it," offensive coordinator Randy Sanders said. "The guys we have are the ones we have."
Sanders did say he thought Whitlow played his best game in a UK uniform.
"As far as doing what he's supposed to and seeing what he's supposed to see. It was good to see him make that improvement," Sanders said. "Hopefully we can get Patrick to make the same type of improvement. If we can get those two doing it and a few others doing it, then we'll see how good we can be these last couple of weeks."
For the first time since 1985, UK was shut out twice in a season.
On its first possession, Kentucky moved the ball, but couldn't move the numbers on the scoreboard. The Cats ate up seven minutes with the 16-play drive, but Whitlow was sacked on third down and Craig McIntosh's 50-yard field-goal attempt died in flight.
In all, Kentucky converted on only five of its 17 third-down tries.
Perhaps UK's best chance to score came late in the third quarter when Williamson forced a Rodgers fumble and freshman Khalid Henderson recovered it.
Towles led the Cats to the Vanderbilt 26-yard line, but they gave the ball away on downs when the quarterback's pass to La'Rod King fell to the ground.
It was a tough loss to stomach, the Kentucky players said.
"It's always depressing after a loss. Nobody likes to lose on top of that being shutout at home," sophomore safety Ashely Lowery said. "It's real hard, but we have to keep fighting."