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Kentucky had the ball and a chance for its first Southeastern Conference victory under first-year coach Mark Stoops.
But a methodical drive in the final minutes fell short at Mississippi State's 29 with 21 seconds left when Maxwell Smith's fourth-down pass fell harmlessly to the turf. It sealed Mississippi State's 28-22 victory over the Wildcats on Thursday night.
''Just a little frustrated and disappointed,'' Stoops said. ''We had our opportunities. We didn't make enough plays when we needed to. They did and give them credit. We started to slow again.''
Smith's misfire on the fourth down was symptomatic of Kentucky's offensive problems. The sophomore quarterback has been battling a shoulder injury and struggled on almost every downfield throw.
Smith completed 18 of 33 passes for 160 yards and a touchdown. Backup Jalen Whitlow led one touchdown drive, but was hampered because of a previous ankle injury. Raymond Sanders had 86 yards rushing.
''We're just going to keep fighting,'' Smith said. ''We want to win, and we are fully capable of winning football games. I'm confident that if we keep fighting, it's going to happen.''
The Bulldogs built a 21-7 lead in the first half, but couldn't secure the game until Kentucky's last drive fell short.
''We did a lot of really good things tonight,'' Mississippi State coach Dan Mullen said. ''And we did a lot of sloppy things.''
Mississippi State's Dak Prescott threw for 268 yards and two touchdowns and also caught a 17-yard touchdown pass in another impressive all-around performance. He completed a career-high 23 of 34 passes and also rushed for 33 yards.
Jameon Lewis had a 19-yard touchdown run, caught a 17-yard scoring pass and also threw the 17-yard touchdown to Prescott on a trick play.
''He's a guy who makes people miss,'' Prescott said. ''He's really good in space. He's a guy that we're going to get the ball to.''
Mississippi State (4-3, 1-2 SEC) beat Kentucky (1-6, 0-4) for a fifth straight season.
''It was a must win,'' Lewis said. ''A winning streak has to start somewhere.''
It's the second time this season Lewis has had rushing, receiving and passing touchdowns in a game. The 5-foot-9, 195-pound senior was a quarterback in high school and Mullen relishes his diverse skill set.
Kentucky's Joe Mansour made a 44-yard field goal with 8:15 remaining to pull the Wildcats to 28-22.
Mississippi State chewed up 6 minutes of clock the ensuing next drive, but Kentucky had one final chance. The Wildcats methodically moved downfield until Maxwell Smith's fourth-down pass missed its target and Mississippi State escaped.
Mullen said the Bulldogs were fortunate to win considering there will several breakdowns on special teams - including a missed field goal and botched punt that led to a Kentucky safety.
Kentucky pulled to 21-19 in the third quarter on Jojo Kemp's 14-yard touchdown run. Then in what proved to be a key moment, the Wildcats recovered an onside kick, only to have it disallowed because of an offsides penalty.
Mississippi State took advantage. A 74-yard drive ended on the halfback pass from Lewis to Prescott, who handed the ball off before leaking into the open field for the catch, touchdown and 28-19 lead.
Prescott, a 6-foot-2, 230-pound sophomore, completed 11 of 18 passes for 160 yards and two touchdowns in the first half, helping Mississippi State to a 21-10 halftime lead.
Prescott's first touchdown pass - a 60-yard fling to a wide open Malcolm Johnson - came after he danced out of the pocket while avoiding a sack. Kentucky's defense shifted forward because of Prescott's ability to run, and it gave Johnson time to slip behind the secondary undetected.
''What I saw tonight is what I see every day in practice, whether it's in the weight room, in practice or in a game,'' Lewis said. ''He's going to go all out.''
The Bulldogs had 296 total yards in the first half. Mississippi State started the game with the intention of using two quarterbacks, but Tyler Russell suffered a sprained ankle on his first series and never returned.
Kentucky's offense had a few good early moments - especially on a 51-yard screen pass from Smith to Timmons that tied it at 7 - but the Wildcats became predictable because of their inability to throw downfield.
Mississippi State safety Nickoe Whitley was ejected in the second quarter after earning two personal foul penalties over a span of four plays. The extra 30 yards greatly aided Kentucky on a drive that ended on a 45-yard field goal by Mansour.
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Follow David Brandt on Twitter: www.twitter.com/davidbrandtAP
