Arkansas lost momentum on a fumble, and ultimately lost the game roughing a kicker then failing to net another first down when it mattered while Kentucky scored 21 fourth-quarter points.

Those self-inflicted wounds, plus a lot of good things by No. 21 Kentucky, overcame the Razorbacks, 42-29 Saturday night before a mostly fuming 74, 015 at Reynolds Razorback Stadium.

Razorback All-American tailbacks Darren McFadden and Felix Jones together netted 306 rushing yards plus Jones'82-yard touchdown kickoff return that had the Hogs leading, 29-21 with 11: 40 left in the game.

Arkansas' 8-point lead looked relatively safe when Kentucky kicker Lones Sieber missed a fourth-quarter 38-yard field goal, but Razorback linebacker Ryan Powers, already previously cited for a personal foul, was charged with roughing the kicker. The penalty made it first-and-goal at the 10.

Two plays later, Kentucky third-team freshman tailback Derrick Locke, in because Wildcats Rafael Little and Tony Dixon were injured during the game, ran for a 3-yard touchdown at 7: 59.

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Arkansas stopped Kentucky's 2-point conversion. When McFadden got stopped for two on third-and-3, and Arkansas punted Kentucky back to the Wildcats' 38, the Razorbacks couldn't stop the Wildcats'six-play, 68-yard drive. It was capped by quarterback André Woodson's 32-yard TD pass to Keenan Burton with 4: 02 left followed by a Woodson to Burton 2-point conversion pass.

Arkansas ran a futile four plays, with Casey Dick throwing incomplete on fourthand-11 from the Razorbacks'24, to give Kentucky a short field to run down the clock before Woodson scored again on a 1-yard quarterback sneak with 59 seconds left.

Arkansas' wheels, though the Hogs would come back to lead in the fourth quarter, began falling off when its bid to increase a 20-7 lead before half instead saw Kentucky cut it to 20-14 at intermission.

Third-team tailback Michael Smith's fumble was returned by Kentucky cornerback Trevard Lindley for a 66-yard touchdown with 26 seconds left before half.

Freshman wideout Crosby Tuck, now out for the season after breaking his arm in during the second half, had just caught a 20-yard pass to the Kentucky 35 when Smith fumbled.

So coach Houston Nutt's Razorbacks, once 16 th-ranked and 1-0, now are 1-2 overall and 0-2 in the SEC West while Kentucky is 4-0, 1-0 in the SEC West.

They lost this one despite McFadden's 173 yards on 29 carries and Jones' 133 on 12 carries, including a 72-yarder.

" Too many gifts, " Nutt said. " That fumble got them back in the game. Too many mistakes. "

And too much Kentucky balance with the Hogs mostly rising up well against Kentucky's touted passing attack, until a surprisingly strong Wildcat rushing game plus penalties made the defense vulnerable to everything at the last.

" They did a good job keeping us off balance, " Nutt said. " We have to correct some things. We really gave them a lot of momentum.

" I told the team, ' Blame it on me. Let's go forward. We have a lot of football left. '"

Woodson, setting a career NCAA record for most passes without an interception, completed 21 of 39 without a pick for 265 yards and two touchdowns.

Arkansas scored first on the first of two Alex Tejada field goals, a 40-yarder, at 9: 35.

Defensive end Antwain Robinson's 16-yard TD return of a Woodson fumble dislodged by defensive tackle Malcolm Sheppard had Arkansas up, 10-0 at 9: 16.

Kentucky scored its first TD on Little's 14-yard run at 7: 29 of the first quarter.

Jones' 72-yard run to the Kentucky seven only netted a Tejada 20-yard field goal at 11: 05 of the second quarter after three McFadden runs were stopped no further than the 2.

Nobody was stopping McFadden when he eluded three tacklers for his 56-yard TD at 5: 41 of the second half.

By then, the Razorbacks began unraveling though they would go from down 21-20 when defensive tackle Fred Bledsoe nailed Woodson for a safety after Jeremy Davis punted the Wildcats back to their 3.

Jones returned the free kick for an 80-yard touchdown.

It looked like it might be enough, but not with Kentucky's work and Arkansas gifts wrapping these Hogs SEC winless in two starts.