LEXINGTON, Ky. — As a blue stream of Kentucky fans poured from the stands to celebrate the Wildcats' biggest victory in decades, Andre Woodson was in the middle of the party calmly talking about taking down No. 1 LSU.

"It proved we're a team that obviously earns a lot more respect now," Woodson said after No. 17 Kentucky upset the Tigers, 43-37, in triple overtime yesterday. "We've come a long way from being a doormat in the SEC to competing with the best teams in the SEC and getting some wins."

The Wildcats became the latest team to shake up the national title race and the first in nearly four years to take down the top-ranked team in the regular season.

Woodson found Steve Johnson open in the end zone for a 7-yard score in the third extra period. The 2-point conversion, required after two overtimes, failed but it didn't matter.

With a chance to win it, LSU couldn't get a first down on four straight running plays. Charles Scott was stopped by Braxton Kelley a yard short on fourth-and-2.

"He came out of nowhere," said Scott, who came off the field in tears. "I thought I was close."

Close but not enough and Kentucky (6-1, 2-1 SEC) had its first victory over a No. 1 team since 1964, when it beat Mississippi.

"We are shocked," LSU linebacker Darry Beckwith said. "Anytime you lose, it hurts. We just have to keep our heads up."

No highly-ranked team seems to be safe this season. It started with Appalachian State knocking off No. 5 Michigan in Week 1. In the previous two weeks, nine teams ranked in the top 10 have lost, including No. 2 USC falling 24-23 to Stanford last week.

No. 1 had been safe though, until now, the day before the first Bowl Championship Series standings come out.

Woodson wasn't sharp early but completed 21 of 38 passes for 250 yards, throwing for three TDs and running in another. He largely had to carry the load with top rusher Rafael Little sidelined with a bruised thigh.

On the final touchdown, Johnson was wide open because defender Jonathan Zenon tripped and fell down. Woodson double-pumped before firing a strike.

"Whenever it starts to look dark, that's when they dig down and find something extra," Kentucky coach Rich Brooks said.

LSU (6-1, 3-1) became No. 1 two weeks ago for the first time since 1959.

"I don't think we were good," LSU coach Les Miles said. "I think there's a lot of things we can correct. We all can look at execution. It cost us tonight. It cost us big time."