LOUISVILLE — Kentucky was 54 yards from a bowl.
After going back and forth with archrival Louisville for the better part of four quarters, the Cats needed to go 54 yards in the final 2:47 to pull ahead again and become eligible for their first bowl since 2010.
The drive and the season ended as Gerod Holliman picked off Patrick Towles near the 20-yard line.
"It sucks. It sucks," Towles said after the 44-40 loss to the Cardinals in front of 55,118 at Papa John's Cardinal Stadium.
"Growing up a Kentucky fan, this is the game you dream about playing. We had an opportunity, and I didn't get it done today."
It wasn't all on Towles, his coaches and teammates would say later about the rivalry game in which no lead was safe and no play was comfortable.
"Give them credit, give Louisville credit: They made plays when they had to to win the football game and they beat us," UK Coach Mark Stoops said. "They made the plays, and we came up short.
"We had our opportunities, even down the stretch, good and bad throughout the whole game, right down to the bitter end there."
It was more than a game with a bitter end; it was a season with a bitter end as the Cats started with such promise by winning five of their first six before stumbling in the final six, including the final one at Louisville, which UK lost to for the fourth straight time.
"It's very tough, just to feel like you're a fingertip away," UK senior defensive end Alvin "Bud" Dupree said. "Just felt really, really close."
It was incredibly close for the Cats, who lost their 22nd straight game on the road, and got big plays from their defense, which scored twice in the loss.
The first score came on a 40-yard interception return by Fred Tiller, the second on a 30-yard fumble recovery for a touchdown by senior Mike Douglas after Dupree forced a fumble by third-string quarterback and former Lexington Catholic star Kyle Bolin, who came in to relieve injured starter Reggie Bonnafon.
Douglas' touchdown gave UK a 33-28 lead with 9:32 to play, but there were plenty more plays to be made, most notably the go-ahead score by Brandon Radcliff, who ran for 67 yards and two touchdowns in the win.
His final run, a 4-yarder with less than three minutes to go, was a direct response to the Cats' final push: A 14-yard touchdown run by freshman Stanley "Boom" Williams, who carried multiple Louisville defenders into the end zone with him.
"It was just determination," said Williams, who had 126 yards and two touchdowns in the loss. "I just wanted to get the ball in the end zone and put us up and give us a chance to win the game."
Williams was effective against a Louisville defense that had surrendered just 88.5 yards a game on the ground. UK ran for 151 yards on 41 carries.
"Obviously we weren't as good in the passing game as we needed to be to beat some very good people," UK offensive coordinator Neal Brown said of the Air Raid, which managed just 176 yards on Towles' 14-for-29 passing.
The star of the show for the Cardinals (9-3) was wide receiver DeVante Parker, who caught six passes for 180 yards and three touchdowns.
"Just an exceptional player," Stoops said of Parker. "Hats off to him. He is a special, special football player and really made plays when he had to for his football team."
Bolin connected on 21 of his 31 passes for 381 yards and three touchdowns. It was the most passing yards UK has given up to the Cardinals in the series.
He nearly had one picked off on that final go-ahead drive, but Marcus McWilson had it go through his hands.
"We had our opportunities to change the game, whether it's a dropped interception or let them get out of containment on third down and 4, not getting him down," Stoops said. "And they made the plays, so you have to give them credit. We have to learn to make those plays when the game's on the line."
Louisville Coach Bobby Petrino said he was confident his defense would get a stop when it needed one.
He was still a little bit stunned by how the game unfolded after the Cats (5-7) grabbed an early 13-0 lead behind two field goals by Austin MacGinnis and an 11-yard score from Williams.
"Wow. That was wild," said Petrino, who is 6-1 as a head coach against Kentucky. "I'm really happy we got the win.
"The fourth quarter was a little bit wild, but we found a way to win. That's the important thing."