LEXINGTON, Ky. -- Luke Del Rio threw a 5-yard touchdown pass to wide-open wide receiver Freddie Swain with 43 seconds left as No. 20 Florida rallied for a 28-27 victory over Kentucky on Saturday night at Kroger Field.

It was the Gators' only lead of the game. Florida defeated the Wildcats for the 31st straight time dating to 1986.

"Well, that was fun," Florida coach Jim McElwain said. "Just can't tell you how much I really like our football team. They keep hanging in there and figuring out a way to play the game."

Florida (2-1, 2-0 SEC) used 13 plays and chewed up 5:48 in the game-winning drive. Eddy Pineiro's PAT provided the winning margin.

The deciding touchdown was a point of consternation among the Kentucky faithful as Swain was completely uncovered and frantically waving his hands for the ball even before it was snapped. Del Rio delivered and Swain walked into the end zone.

Kentucky coach Mark Stoops explained that his defense got caught trying to substitute in bigger players for a possible goal-line stand. They only had 10 players on the field.

"We were getting into a big goal-line set and both corners came out and we left them uncovered," Stoops said. "That's our fault. We tried to change personnel groups too late. We should have lived with the call that we had and not tried to sub. We have got to communicate much better. We have got to do a better job of coaching them."

It was the second time in the game Florida had scored a touchdown after a wide receiver was left all alone.

With 3:16 before halftime, receiver Tyrie Cleveland was standing all alone next to the UK sidelines while all 11 UK players were clumped in the middle. The 45-yard touchdown followed.

"Quite honestly, we were looking at the unbalanced formation," Stoops said. "I was looking at the set and I was fixed on our fits because we were having some issues obviously with that set. We were looking at the bunch set and by the time we realized that there was nobody on him ... I tried to call a timeout and it was too late. I was fractions off of getting the timeout."

The Gators' long drive left Kentucky only 43 seconds to steal the win. Kentucky marched to the Florida 25-yard line, but a holding penalty against offensive lineman Nick Haynes nullified the play leaving the Wildcats with a desperation field-goal attempt of 57 yards. Austin MacGinnis' kick was straight, but fell short.

"Obviously, that was a heartbreaking penalty at that point," Stoops said. "Did you see it? I didn't either. So yeah, that's a heartbreaking call."

Florida, which used two quarterbacks, had 395 total yards offense. Feleipe Franks passed for 85 yards and one touchdown. Del Rio, who entered in the third quarter, passed for 74 yards and a score. Malik Davis led the rushing with 93 yards, Cleveland topped receivers with 110 yards and a touchdown.

"It's a great road win. Great crowd, sellout crowd. That's the loudest I've heard Kentucky's stadium," Del Rio said. "It sounded a lot louder than 62,000. They did a really good job filling the seats. Players played really hard. Glad we came out with a win."

Kentucky (3-1, 1-1) had 220 passing yards with senior quarterback Stephen Johnson collecting 196 and three touchdowns.

The Wildcats added 120 rushing yards for a total offensive production of 340 yards. Sophomore running back Sihiem King led the way with 64 yards.

"That one is going to hurt because of what we've invested," Stoops said. "Our players have worked to be in a position like that, and it definitely hurts when you've invested what we have put into it. You could have heard a pin drop in there."

After battling to a 14-14 tie at halftime, Kentucky appeared to take control with 13 unanswered points for a 27-14 lead early in the second half.

On its first possession of the second half, Kentucky marched 62 yards in four plays in 1:48 when Johnson passed 23 yards to tight end C.J. Conrad for the touchdown. It was Conrad's third touchdown in four games this season.

MacGinnis added two field goals to push the lead to 27-14 with 11:33 to play. The senior nailed a 42-yarder with 5:54 left in the third period and added a 50-yard kick with 11:33 left in the game. The 50-yarder was the 58th in MacGinnis' career, breaking a school record.

Florida's Brandon Powell rushed 6 yards for a touchdown with 7:58 left to set the stage for the last-minute heroics. It was the second straight week Florida won in the closing seconds, following a Hail Mary touchdown win over Tennessee.

"I guess people in the concession stands are liking us," McElwain said. "They are selling stuff all the way until the end."

Kentucky and Florida battled to a 14-14 tie at halftime with the teams alternating touchdowns.

The Wildcats scored first when Johnson found receiver Blake Bone in the left corner of the end zone for a 14-yard touchdown with 5:06 remaining in the first quarter.

The Gators countered with a 36-yard scoring run by Kadarius Toney with 14:16 in the second quarter.

Stephen Johnson found Garrett Johnson in the right corner of the end for a 9-yard touchdown pass with 7:24 remaining in the second.

Florida bounced back to tie at 14 on a 45-yard touchdown pass from Franks to Cleveland 3:16 before halftime.

The Gators outgained the Wildcats 186-184 in the first half with Florida rushing for 101 yards and Kentucky passing for 100.

NOTES: Saturday's game in Lexington marked the first sellout for Kentucky since it faced Auburn on Oct. 15, 2015 -- a Thursday night. ... Kentucky entered Saturday's game ranked No. 3 nationally in rushing defense at 57.0 yards per game. ... Notre Dame transfer QB Malik Zaire did not win the starting job at Florida, but still proved valuable to the Gators. In preparation for Saturday's game, Zaire ran the scout team in the role of Kentucky's dual-threat QB Stephen Johnson. "Those things really help our defense, to give them a look at that type of player," Florida coach Jim McElwain said. ... Of the 68 games played between Florida and Kentucky, 22 have been decided by seven points or fewer. Florida leads in those games 16-6. ... Kentucky was denied its first 4-0 start since 2008 and its first 2-0 start in SEC play since 1977.