LOUISVILLE, Ky. >> Brandon Radcliff ran for a 4-yard touchdown with 2:47 remaining and safety Gerod Holliman sealed it with an NCAA record-tying 14th interception with 35 seconds left, helping No. 24 Louisville earn a wild 44-40 victory over Kentucky on Saturday.

No lead was safe in a back-and-forth game between rivals that got physical before kickoff. Louisville coach Bobby Petrino grabbed the jacket of Wildcats assistant Daniel Berezowitz during one pregame scuffle.

The game was equally as charged. There were four fourth-quarter lead changes alone. The Cardinals (9-3) ultimately got the last word by driving 81 yards for the game-winning score that capped their fourth and final comeback against the Wildcats (5-7).

Kentucky’s last possession ended with Holliman picking off Patrick Towles and returning it 65 yards to the 2 before Louisville ran out the clock and sparked a celebration.

Kentucky freshman tailback Stanley “Boom” Williams rushed for 126 yards two TDs, barging through several tackles for 14-yard go-ahead score for a 40-37 lead with 5:31 left.

But the Wildcats left too much time for Louisville and redshirt freshman Kyle Bolin to work with, and he found many of the Cardinals’ quick targets on the winning drive. He completed three straight passes for 46 yards to James Quick, Kai De La Cruz and then Parker (26 yards) before Radcliff ran it in two plays later.

Holliman’s interception and return clinched the fourth straight Governor’s Cup win for Louisville, which has won eight of its past 12 against Kentucky and trails the series 14-13.

Bolin finished 21 of 31 passing for 381 yards in relief of freshman Reggie Bonnafon, who left the game in the second quarter with a knee injury and did not return. Louisville outgained Kentucky 472-327.

Kentucky got defensive TDs on Fred Tiller’s 40-yard interception return and Mike Douglas’ 30-yard fumble return along with four Austin MacGinnis field goals. None of those scores could prevent the Wildcats’ sixth consecutive loss that kept them out of the bowl picture for a fourth straight year.

Already assured of a bowl berth, Louisville clinched Petrino’s 50th win with the Cardinals that included a 41-9 record from 2003-06. He also improved to 5-0 against Kentucky in the rivalry game and is 6-1 against the school overall.