LEXINGTON, Ky. (AP) Every time No. 21 Tennessee seemed on the verge of losing a slim lead to Kentucky, a unit would step up with a timely play to maintain it just a little bit.

Joe Milton III passed for a touchdown, Jaylen Wright and Dylan Sampson rushed for scores and Charles Campbell kicked four field goals to help No. 21 Tennessee outlast Kentucky 33-27 on Saturday night.

Sampson's 12-yard TD run midway through the fourth quarter provided a nine-point cushion the Volunteers (6-2, 3-2 Southeastern Conference) needed as the Wildcats (5-3, 2-3) continued fighting back behind a season-high 372-yard passing performance by Devin Leary.

Alex Raynor made a 28-yard field goal with 4:24 remaining to get Kentucky within a touchdown, but a big run by Sampson on Tennessee's subsequent drive helped consume the clock and clinch a game the Vols led throughout but never really controlled. Tennessee outgained Kentucky just 482-444 in the slugfest between border rivals.

That's no small matter just a week after losing 34-20 at No. 9 Alabama despite leading 20-7 at halftime.

“Proud of the fight and competitive nature of the football team,” Tennessee coach Josh Heupel said. “We played for four quarters. Played hard and physical. We talked about having to win the fourth quarter and won the fourth quarter tonight.”

Campbell made kicks from 44, 49, 34 and 35 yards, his last bouncing off the upright to keep his team ahead on an overcast but warm night before a hostile, sell-out crowd.

“We didn't play perfect,” Heupel added. “Good job finishing the game in all three phases.”

Tennessee scored on all five first-half possessions for a 23-17 halftime lead, but a seven-play, 59-yard march to Campbell's third field goal just before the break was the most controversial. It continued after official review upheld Remal Keyton's 17-yard catch on the right sideline, although replay seemed to show he didn't have control of the ball as his right foot came down on the thick white strip of paint.

Milton completed three more passes after that, including a 25-yarder to Squirrel White to set up the kick for a six-point lead that fueled a chorus of boos directed at officials.

Kentucky coach Mark Stoops said he got no explanation of the call and noted that other moments made the difference.

“This is a game that was separated by several plays, not always the obvious ones that jump out at you,” he said. “But there are plays in there that we had and could have made that could have changed the outcome.”

Milton was 18 of 21 passing for 228 yards with a way-too-easy 39-yard TD to wide-open Chas Nimrod in the end zone after Jordan Robinson fell in coverage near the 20.

“It was great to go out and seal the deal,” said Milton, who completed 12 consecutive passes during one stretch, including throws for 47, 39 and 25 yards, respectively. “I was getting the ball to open guys and making things happen. I wanted to give my guys opportunities to make plays.”

Wright's 52-yard run provided the first score on the way to 120 yards on 11 carries.

Leary delivered his best effort with Kentucky, completing 28 of 39 passes with touchdown throws to Barion Brown and Dane Key of 11 and 7 yards respectively. Ray Davis rushed for a 7-yard score but the Wildcats dropped their third in a row since trouncing Florida.

“It’s frustrating,” Leary said. “Regardless of who plays well the overall goal is to get the win. Walking away with a loss puts a sour taste in your mouth. Can’t praise yourself too much for coming off something you did and still end up with a loss.”

POLL IMPLICATIONS

Tennessee likely avoided dropping out with a bounce-back win.

THE TAKEAWAY

Tennessee: The Vols played at their usual quick pace and didn't punt until the third quarter. Settling for field goals wasn't ideal, although Campbell made every chance he got and Sampson sealed it with big plays a week after they blew a 20-7 lead at Alabama. They showed why they're the SEC's best ground attack, totaling 254 yards on 48 attempts.

Kentucky: The Wildcats followed head-scratching fourth-down calls on their first two drives with their best football in a month behind Leary's sharp passing. It got them within reach, but having to play catch-up in the first place was the problem.

UP NEXT

Tennessee: Hosts UConn on Saturday.

Kentucky: Visits Mississippi State on Saturday.

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