LEXINGTON, Ky. (AP) -- As a blue stream of Kentucky fans poured from the stands to celebrate the Wildcats' biggest victory in decades, Andre' Woodson was in the middle of the party calmly talking about taking down No. 1 LSU.
"It proved we're a team that obviously earns a lot more respect now," Woodson said after No. 17 Kentucky upset the Tigers 43-37 in triple overtime Saturday. "We've come a long way from being a doormat in the SEC to competing with the best teams in the SEC and getting some wins."
In the football rich tradition of the SEC, this is surprisingly only the fifth time that an AP-ranked SEC school has defeated a conference rival that was ranked No. 1 in the nation at the same time. Florida has been knocked off three times, and this was the second time LSU was upset.
The Wildcats became the latest team to shake up the national title race and the first in nearly four years to take down the top-ranked team in the regular season.
Woodson found Steve Johnson open in the end zone for a 7-yard score in the third extra period. The 2-point conversion, required after two overtimes, failed but it didn't matter.
With a chance to win it, LSU couldn't get a first down on four straight running plays. Charles Scott was stopped by Braxton Kelley a yard short on fourth-and-2.
"He came out of nowhere," said Scott, who came off the field in tears. "I thought I was close."
Close but not enough and Kentucky (6-1, 2-1 SEC) had its first victory over a No. 1 team since 1964, when it beat Mississippi.
"We are shocked," LSU linebacker Darry Beckwith said. "Anytime you lose, it hurts. We just have to keep our heads up."
Kelley called it another clutch play from an underdog in a season of surprises.
"Football is football," Kelley said. "Each player has the drive to make plays, and all around the nation right now, people are doing that."
However, Kentucky topped them all by toppling No. 1.
No highly ranked team seems to be safe this season. It started with Appalachian State knocking off No. 5 Michigan in Week 1. In the previous two weeks, nine teams ranked in the top 10 have lost, including No. 2 USC falling 24-23 to Stanford last week.
No. 1 had been safe though, until now, the day before the first Bowl Championship Series standings come out.
The last time a No. 1 team was beaten during the regular season was Dec. 6, 2003, when Kansas State upset top-ranked Oklahoma 35-7 for the Big 12 title.
Another group of Wildcats pulled it off this time, led by a Heisman Trophy contender at quarterback.
Woodson wasn't sharp early but completed 21 of 38 passes for 250 yards, throwing for three TDs and running in another. He largely had to carry the load with top rusher Rafael Little sidelined with a bruised thigh.
On the final touchdown, Johnson was wide open because defender Jonathan Zenon tripped and fell down. Woodson double-pumped before firing a strike.
"Whenever it starts to look dark, that's when they dig down and find something extra," Kentucky coach Rich Brooks said.
LSU (6-1, 3-1) became No. 1 two weeks ago for the first time since 1959. In its first game as the No. 1 team in 48 years, LSU escaped with a 28-24 win over Florida last week when Jacob Hester scored on a 2-yard run with less than a minute left.
This week, LSU couldn't escape and it looks like the Tigers' stay atop the rankings will be a short one.
"I don't think we were good," LSU coach Les Miles said. "I think there's a lot of things we can correct. We all can look at execution. It cost us tonight. It cost us big time."
Fans at Commonwealth Stadium stormed the field, in a scene reminiscent of 2002, the last time these teams played in Lexington. Only that time, it was a false alarm because LSU's Devery Henderson scored on a 75-yard tipped pass as time expired in what is still known in Baton Rouge as the "Bluegrass Miracle."
"Maybe redemption," Kentucky defensive lineman Jeremy Jarmon said of Saturday's win.
Kentucky was fined earlier this year after fans rushed the field following a victory over Louisville.
This time, as Brooks watched even more spectators flood the field, he acknowledged more NCAA discipline would follow, "but I think it's worth it," he said.
Early on Saturday, it didn't seem like this game was heading to a miracle finish. It didn't seem like the Tigers would need one.
But starting with a minute left in the third quarter, Kentucky scored 13 points to tie it at 27. Both teams scored rushing TDs in the first OT and field goals in the second.
Woodson, who earlier this season broke Trent Dilfer's major college record of 271 consecutive passes without an interception, had two picked off Saturday.
"I could have easily put my head down after those two picks, but that's the thing about being a quarterback -- you've got to continue being a leader and really have the confidence in your eyes," Woodson said.
The Wildcats took a 7-0 lead after Woodson's tipped, wobbly pass was grabbed in the end zone by T.C. Drake.
The Tigers didn't wait long to answer. Two long runs, 27 yards from Trindon Holliday and 55 yards from Scott, set up Scott's first TD, a 1-yard plunge to tie the game at 7. The Tigers tacked on another TD by Scott, from 13 yards out, late in the first half.
Kentucky closed the deficit to 17-14 at halftime. Woodson found Steve Johnson on a 50-yard post, then Woodson scrambled 12 yards untouched into the end zone. Johnson had seven receptions for 134 yards and a touchdown.
Until late in the game, Kentucky did little against LSU's top ranked defense, which had allowed fewer than 200 yards a game.
Michigan coach Jim Harbaugh said Tuesday he has informed competing quarterbacks Jake Rudock and Shane Morris of his decision on a starter for the Wolverines' opener Thursday night at Utah.
Michigan State quarterback and Heisman Trophy hopeful Connor Cook said he was disappointed his teammates didn't vote him among the team's three captains this season.
Former Oklahoma State return man and running back Ty Hill, who was dismissed from OSU's program after his arrest on domestic violence charges, has enrolled at West Alabama.
A months-old Facebook post has cost the Nebraska football stadium announcer his job one day after his hiring was announced.
UCLA junior cornerback Ishmael Adams has been suspended indefinitely following a robbery arrest early Sunday morning, coach Jim Mora said Tuesday.
No. 5 Michigan State will start redshirt freshman Vayante Copeland at one of its two cornerback spots Friday night at Western Michigan.