FAYETTEVILLE, Ark. (AP) -- Andre Woodson and Kentucky made this late rally look easy.
Woodson threw for 265 yards and two touchdowns and ran for another score, leading the 21st-ranked Wildcats to a second consecutive fourth-quarter comeback and a 42-29 victory over Arkansas on Saturday night.
"We're going to be in some tough situations," Woodson said. "We're still a team that's growing up."
Keenan Burton caught a 32-yard touchdown from Woodson, who is emerging as a Heisman Trophy contender, with 4:02 remaining to give the Wildcats the lead for good. Last week, Woodson beat Louisville with a last-minute TD pass and that led to Kentucky's first AP Top 25 appearance since 1984.
As for Arkansas' Heisman hopeful, Darren McFadden ran for 173 yards and Arkansas' only offensive touchdown, but for the second consecutive week the Razorbacks let one get away in the fourth quarter. They lost last weekend 41-38 to Alabama on a touchdown with 8 seconds to play.
"They're going to hear a lot of negativity," coach Houston Nutt said, referring to his team. "I told them just blame it on me."
The Razorbacks led Kentucky 29-21 after Felix Jones returned a free kick 82 yards for a touchdown early in the fourth quarter, following an Arkansas safety.
Arkansas could have had the ball and an eight-point lead, but Ryan Powers was called for roughing the kicker when Lones Seiber missed a field goal. Kentucky took advantage, scoring on Derrick Locke's 2-yard touchdown run to make it 29-27. Although the 2-point conversion attempt was stopped, the Razorbacks couldn't move the ball and had to punt.
Kentucky (4-0, 1-0) went 68 yards in 1:33, taking the lead when Burton came down with Woodson's pass between two defenders.
"Andre was trying to force-feed me the ball at the end of the game," Burton said. "I just tell him, 'Just put it close."
Woodson then found Burton for a 2-point conversion, and after Arkansas turned the ball over on downs, the Wildcats scored again on Woodson's 1-yard run.
The Razorbacks (1-2, 0-2) outgained Kentucky 373-131 in the first half but led only 20-14 after a huge play near the end of the second quarter. Arkansas appeared to be moving toward at least a field goal when third-string running back Michael Smith fumbled. Kentucky's Trevard Lindley recovered and went 66 yards for a touchdown with 26 seconds remaining.
"Oh my goodness," Woodson said. "That game was really, at that point, close to running away from us."
Woodson went 21-of-39 and has now thrown 296 passes without an interception, breaking Trent Dilfer's major college record of 271.
He got off to a rough start. On the Wildcats' first drive, he was hit immediately after the snap when he appeared to be trying to hand off. The ball came loose, and the Razorbacks' Antwain Robinson returned the fumble 16 yards for a touchdown and a 10-0 lead.
Kentucky answered quickly, moving 72 yards in only five plays and scoring on Rafael Little's 14-yard run.
Jones broke free for a 73-yard run to the Kentucky 6 in the second quarter, but Arkansas had to settle for a field goal. The Razorbacks squandered another great chance when Kentucky's Dicky Lyons fumbled the ensuing kickoff and Arkansas recovered at the Wildcats' 36. That turnover cost Kentucky only a few yards of field position because the Razorbacks couldn't move the ball and had to punt.
McFadden made it 20-7, taking a direct snap at quarterback and running 56 yards to the end zone. It was a spectacular run even by McFadden's standards. Last year's Heisman Trophy runner-up split two defenders, then cut back past defensive back David Jones with a beautiful change of direction.
Arkansas rushed for 207 yards in the second quarter alone, but didn't have much of a lead to show for it. In the second half, the Razorbacks' offense did almost nothing.
"We thought we had it won, but were unable to seal the deal," McFadden said. "Again, we just need to put this behind us and keep on keeping on."
The Arkansas fans are growing restless, though. Nutt was surrounded by turmoil following player departures and the loss of offensive coordinator Gus Malzahn. There was plenty of booing toward the end of this one.
"I've been booed before," Nutt said. "They pay their tickets, so they can do that."