KNOXVILLE, Tenn. — J.P. Prince and his Tennessee teammates watched No. 2 Kentucky erase a 19-point lead and knew they might also be watching a shot at a second major upset slip away.

But, the Vols' senior leader wouldn't let that happen. With 90 seconds left, he scored on a broken play and added four clutch free throws down the stretch to lift No. 19 Tennessee past the surging Wildcats 74-65 on Saturday.

"That was a mature win," Prince said. "We had a big lead, let them come back, but didn't panic."

No, in fact the Vols (21-7, 9-5 Southeastern Conference) seem to be growing accustomed to knocking off the giants of college basketball this year. Last month, they also handed top-ranked Kansas its only loss.

The Wildcats (27-2, 12-2), who had won eight in a row since their only other loss last month to South Carolina, had trailed by 19 early in the second half but managed to tie the game at 65 with just over two minutes left.

"When they tied it up, I'm saying to myself, 'We worked too hard,'" said Tennessee guard Bobby Maze. "We believed in ourselves."

That's when Prince went to work, scoring six of his 20 points in the final 90 seconds. Add in a 3-pointer by Scotty Hopson — his only one in six attempts — and the Vols finished with nine straight points to ice it. Hopson had 15.

"When I caught the ball, I just shot and I knew it was going to go in from there," Hopson said.

Tennessee coach Bruce Pearl said that Kentucky provided plenty of help in the upset. The Wildcats couldn't have been much colder from long range, connecting on just two of 22 attempts, contributing to season-worst 35 percent field goal shooting.

Kentucky coach John Calipari said, considering that, he was surprised the game was as close as it was.

"You shoot two for 22 and it's 65-65? Wow," he said.

The Wildcats got their usual solid games from freshman superstars John Wall and DeMarcus Cousins, but it wasn't enough.

Wall had 19 points, while Cousins added 15 points and 14 rebounds. Six of those points came on successive trips down the court as he made two free throws, then scored on two straight fastbreak dunks, both off passes from Wall. That tied the game at 65 before the Vols pulled away at the end.

"Every time we were down I was always thinking we were going to win," Cousins said. "I just knew we had to make plays down the stretch."

This time, though, Tennessee always seemed to have an answer.

Tennessee missed its first six shots and was down 4-0 early, but the Vols got back-to-back 3-pointers from Prince and Maze, igniting an 18-0 run. Eight different Tennessee players scored during the streak, including Skylar McBee on a closely-guarded 3.

Maze praised how his team spread the ball around and was particularly complimentary of Hopson for the clutch late 3 off a Maze assist.

"He's growing up so fast," Maze said. "Scotty, he's hard on himself, but I feel like if I make him take that shot, he'll make it."

Kentucky went more than five minutes without a point before Wall added two free throws to make it 18-6. The Wildcats connected on just two of 14 early shots from the floor — both by Cousins, who opened the game by dunking an alley-oop pass from Darius Miller, then grabbed an offensive rebound and heaved the follow through the net.

The much bigger Wildcats were outscored in the paint 42-36 and barely won the rebounding game 40-36. Prince said the key was showing that the Vols could go toe-to-toe with Kentucky.

"I knew that running with them was never a problem," he said. "It's just rebounding is where they get up on people."

After a jumper by Cameron Tatum gave Tennessee its biggest lead at 54-35, the Wildcats scored the next 11 points to cut it to single digits.

Wall got five of them on acrobatic layups on consecutive trips down the floor. The first was particularly impressive, as he was about to hit the deck after drawing a foul when he flipped the ball through the hoop using just his outstretched palm. He added the free throw to make it a three-point play.

The Wildcats have outperformed last year's NIT team in virtually every way except one. That team knocked off Tennessee in Knoxville, behind Jodie Meeks' UK-record 54 points.

"I think our team and our program was on display today," Pearl said.

Kentucky beat Tennessee in its previous matchup in Lexington, when center Wayne Chism didn't start due to injury. Chism, who also was slammed to the ground in the team's last game against Florida, was relatively ineffective in this one, scoring just eight points and missing all seven 3-point attempts.

Wall said he was disappointed the comeback attempt fell short but said the stakes would be much higher next month in the NCAA tournament.

"Just imagine two weeks from now, if we lost this game, our season's over with," he said.