LOUISVILLE, Ky. -- Austin MacGinnis kicked a 47-yard field goal with 12 seconds left to lift Kentucky to a 41-38 upset of No. 11 Louisville on Saturday at Papa John's Cardinal Stadium.

"I just picked a target and hit it," MacGinnis said.

MacGinnis' kick was right down the middle, splitting the uprights and igniting a raucous celebration on the Kentucky sidelines.

"I'm just really glad we have Austin MacGinnis on our team," Kentucky quarterback Stephen Johnson said. "I knew that kick would be made, multiple times."

The victory snapped a five-game losing streak for Kentucky (7-6) in the annual Governor's Cup rivalry game. It was the Wildcats' first win over a top-12 team since a 2010 win over No. 10 South Carolina.

"Our team has been getting better every week, every day," Kentucky coach Mark Stoops said. "It's a fun team to coach. They have a lot of fight and a lot of heart."

Louisville (9-3) seemed ready to put the game away when it reached the Kentucky 9-yard-line, but quarterback Lamar Jackson's fumble was recovered by Kentucky's Courtney Love with 1:45 left.

"There was no one else that had the ball but me," said Jackson, the Heisman Trophy favorite. "I fumbled, turnover, UK got the ball. That was me. Totally me. No one else's fault."

Said Stoops: "We had to get some turnovers because (Jackson) is such an explosive player. We just had to hang in there, make some plays and get some turnovers at key moments."

Even after Jackson's fumble, Louisville just needed a defensive stop to send the game to overtime. It didn't happen. It took Kentucky (7-5) only three plays to get to the Louisville 36-yard line, and set up for the game-winning field goal.

"We've got to stop them," Louisville safety Chucky Williams said. "We've got to make a stand right here. This is for all the marbles right here. I guess it was what it was."

For Louisville, Jackson's fumble was one of two turnovers inside the red zone. And the defense gave up more than 500 yards of total offense.

"You know sometimes in this game you find ways to win games and sometimes you find ways to lose games," Louisville coach Bobby Petrino said. "I certainly feel like we found a way to lose that game.

" ... Kentucky did a good job on their offensive game plan, but we've got to be able to find a way to win that game and we didn't do it."

The game was a wild, back-and-forth battle to the very end.

The Cardinals struck first with a five-play, 84-yard touchdown drive capped by a 19-yard touchdown run by Jackson. He broke the ACC single-season record for touchdowns accounted for in a season with his 48th on the play.

Kentucky hit back with a one-play, 75-yard touchdown strike from quarterback Stephen Johnson to receiver Garrett Johnson. The Wildcats held Louisville's prolific offense to punts on the next two drives, and pushed ahead 14-7 with a seven-play, 86-yard touchdown drive capped by a 36-yard run from Stanley "Boom" Williams.

Louisville evened the score on the next drive, a grinding 12-play drive that ended with a 18-yard touchdown throw from Jackson to Reggie Bonnafon on the first play of the second quarter.

The Cardinals went ahead on their next drive.

After forcing Kentucky to punt, Louisville drove down the field and had the ball at 3-yard-line, but was stuffed for a two-yard loss. The Cardinals settled for a field goal by Blanton Creque to take a 17-14 lead.

Midway through the second quarter, Louisville got a big boost when Stephen Johnson's pass bounced off of Garrett Johnson and into the hands of Tru Washington, who returned it 18 yards to the Kentucky 48.

Louisville scored on a nifty pitch from Jackson to tight end Cole Hikutini. He rumbled 24 yards for a touchdown to put Louisville ahead 24-14.

Kentucky responded in a big way. A pass interference penalty extended a drive deep in Kentucky territory and Stephen Johnson hit Garrett Johnson for a 63-yard touchdown.

Johnson was wide open after Washington, the defensive back covering him, went down with a cramp at the 25.

Down 24-21 at the half, Kentucky pushed ahead 28-24 on an 18-yard touchdown run by Benny Snell, capping a nine-play, 75-yard drive.

But Louisville struck back in a hurry to take a 31-28 lead. Jackson ran 61 yards on the first play of the drive and Louisville regained the lead five plays later on a three-yard touchdown run by Jeremy Smith.

Austin McGinnis' 35-yard field goal tied the score 31-31, and Kentucky went ahead 38-31 on a 35-yard touchdown pass from Johnson to Dorian Baker on third down.

Louisville drove right back down the field and had a first down on the Kentucky 16, but Jackson's pass to Cole Hikutini was tipped into the air and landed in the hands of Kentucky's Blake McClain, who sprinted out of the end zone to the 8.

The Cardinals forced a punt and Louisville got the ball back at the Louisville 45 with 9:32 left. Jackson rushed for 33 yards on the first play to the Kentucky 22.

Jackson leaped into the end zone four plays later from the one yard line to make it 38-38.

Kentucky got the ball with 7:44 left and got a big lift on a 15-yard roughing the passer call on an incomplete pass. A 16-yard run by Johnson gave Kentucky a first down at the Louisville 44, but Louisville defensive lineman Chris Williams took the ball away from running back Benny Snell two plays later with 5:42 left.

But the Cardinals could not hold on.

Jackson finished with 281 yards and two touchdowns on 16 of 25 passing with 171 yards and two touchdowns rushing.

Stephen Johnson of Kentucky completed 16 of 27 passes for 338 yards and three touchdowns. He also led the Wildcats in rushing with eight carries for 83 yards.

"Stephen Johnson was really amazing, really," Stoops said. "Just like we've been talking, he's just so poised. He pulls it down, he scrambles, he runs when he has to. ... He has a knack for making plays. He threw the deep ball beautiful."

NOTES: Louisville had won nine straight games at Papa John's Cardinal Stadium. ... Lamar Jackson set an ACC record for touchdowns accounted for with his first touchdown Saturday, his 48th of the season. Jackson also broke Louisville's single-season rushing record. Howard Stevens set the old record of 1,429 yards in 1971. ... Kentucky came into the game bowl eligible for the first time since 2010. ... Louisville had five straight wins against its rival before Saturday's Kentucky victory.