LOUISVILLE, Ky. (AP) — At first glance, the midfield shoving match between players from No. 24 Louisville and Kentucky appeared to be nothing more than typical animosity between fierce in-state rivals.

Then Cardinals coach Bobby Petrino and Wildcats assistant Daniel Berezowitz squared off in one scuffle.

"I just watched it get escalated," Petrino said after the Cardinals' 44-40 victory Saturday, "and then I turned around and it was going on in another part of the field. The number one thing we needed to do was get them separated."

The massive pregame tussle turned out to be just the undercard of an epic slugfest on the field.

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 the Cardinals earn a wild victory.

Louisville senior wide receiver DeVante Parker caught six passes for 180 yards and three TDs from redshirt freshman quarterback Kyle Bolin, a Lexington native who relieved injured freshman Reggie Bonnafon in the second quarter. Surprisingly left 1 on 1 in most situations, Parker ended up tying Ibn Green for the school record in TDs (33).

"I was glad they did," Parker said of being left in 1-on-1 coverage. "They had no chance."

Radcliff rushed for two TDs and Michael Dyer one in a game that the Cardinals (9-3) mounted four comebacks. Two of them came in an incredible final period that featured four lead changes alone. The Cardinals ultimately taking the last one by driving 81 yards for the go-ahead score.

But no advantage was safe and Louisville was prepared for Kentucky (5-7) to mount one final comeback attempt with time to move downfield. But the Wildcats' last possession ended with Holliman picking off Patrick Towles and returning it 65 yards to the 2 before Louisville ran out the clock and spark a celebration of 55,118 mostly red-clad Cardinals fans.

"There are several plays that really are going to haunt us," Kentucky coach Mark Stoops said. "That's what happens — they made the plays and we came up short. We had our opportunities. Even down the stretch — good and bad throughout the whole game, right down to the bitter end there — we had our opportunities to change the game."

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. Though the close margin was somewhat surprising considering the Cardinals were two-touchdown favorites, cornerback Charles Gaines knew it would be hard fought.

"They (the Wildcats) had a little more confidence this time around," Gaines said. "They believed in what they were doing and stuff like that. We just had to settle down and let the game come to us and not try to feed into what they were doing."

Bolin certainly looked poised in finishing 21 of 31 passing for 381 yards despite entering in an emergency situation for Bonnafon, who sustained a left knee injury and did not return. Louisville outgained Kentucky 472-327.

Bolin made a couple of mistakes, throwing an interception that Fred Tiller returned 40 yards for a TD. Bolin also fumbling on a pass attempt and Kentucky linebacker Mike Douglas took it back 30 yards for a score and 33-28 lead in the fourth quarter.

But Bolin made the passes when needed, especially on the winning drive as he completed three straight for 46 yards to James Quick, Kai De La Cruz and then Parker (26 yards) before Radcliff ran it in two plays later.

"I just wanted to come in and play as well as I could and give the seniors something to remember," Bolin said.

Kentucky freshman tailback Stanley "Boom" Williams rushed for 126 yards and two TDs, barging through several tackles for 14-yard go-ahead score for a 40-37 lead with 5:31 left. Austin MacGinnis added field goals, but none of those scores could prevent the Wildcats' sixth consecutive loss that kept them out of the bowl picture for a fourth straight year.

"This is one of the craziest games I've ever been a part of," Williams said. "It's a great rivalry."

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.

Petrino might be hard pressed to remember one this memorable, especially since he was literally in the middle of the rivalry.

"Wow. That was wild," he said.