NASHVILLE, Tenn. (AP) -- Andre Woodson conjured up memories of Tim Couch and made Kentucky a bowl winner for the first time in 22 years.
Woodson threw for three touchdowns and 299 yards as the Wildcats surprised Clemson 28-20 in the Music City Bowl on Friday.
The junior completed 20 of 28 passes to finish his breakout season with 31 touchdowns -- more than five times his total from last year. He joins Couch, the former No. 1 NFL draft pick, as the only Wildcats to top the 30-touchdown mark in a season.
"If he keeps doing this, he's going to play at the next level and play it very well," Woodson's coach Rich Brooks said.
Behind Woodson, the game's Most Valuable Player, the Wildcats (8-5) racked up their highest point total in bowl history. They won their sixth bowl game overall and first since beating Wisconsin in the 1984 Hall of Fame Bowl.
Kentucky made its first bowl appearance since 1999 in front of a huge contingency of Wildcats fans, many of whom made the 200-mile trip from Lexington, home of Commonwealth Stadium.
"I told some of the guys down on the sideline on defense, I said, 'Look guys, look around you,"' said senior defensive end Durrell White. "'We didn't do nothing but move Commonwealth down here to Nashville."'
Clemson (8-5) took the loss in its 18th bowl game since 1985. The Tigers hadn't ended their season in defeat in three years. Despite beating Wake Forest and Georgia Tech, the teams that played for the Atlantic Coast Conference title, Clemson went into a tailspin down the stretch, losing four of five.
While Kentucky's offensive fireworks weren't unexpected, a defense that came into the game ranked second-to-last nationally made the difference.
"We didn't get any respect coming into this game," said linebacker Wesley Woodyard, who led the Wildcats with 12 tackles. "A lot of people expected our defense to come in and curl up, but that's not a defense. If the game was played on paper, we'd be blown out 50-0."
The Wildcats held a 4-2 turnover advantage and limited Clemson to just six points until the final seven minutes when Kentucky used a prevent defense.
"It didn't look like we played very smart," Clemson coach Tommy Bowden said. "We did some things that really cost us as far as turnovers and made some penalties in the red zone."
A large early deficit forced the Tigers, one of the country's best rushing teams, into passing situations. Running backs James Davis and C.J. Spiller combined for just 77 yards, and Spiller fell short of the 86 he needed to make the tandem the first in school history with 1,000 rushing yards each.
"I really think the MVP of this game was the defense," Woodson said.
After four straight second-quarter drives ended with turnovers -- two for each team -- Brooks sought a spark with a little razzle-dazzle.
Rather than punt from deep in Kentucky territory, punter Tim Masthay threw for the first down.
"If it doesn't work, you're the dumbest guy in the world," Brooks said. " If it works, you get the first down."
Woodson then lofted a deep pass over the Clemson secondary and found DeMoreao Ford streaking for a 70-yard touchdown -- the longest allowed all season by the nation's 12th-ranked defense.
The Wildcats made it 21-6 early in the second half after a Clemson fumble, when Woodson found Dicky Lyons Jr. on a sideline pattern for the 24-yard score. They put the game out of reach with a 13-yard touchdown pass to Jacob Tamme.
Clemson cut the deficit to eight points with 44 seconds left when Will Proctor threw a 12-yard touchdown pass to Aaron Kelly and added a 2-point conversion. But Kentucky recovered the onside kick and ran out the clock.
"I'm absolutely disappointed," Proctor said. "Obviously it is disappointing when you don't convert the points."
The Wildcats drove into Clemson territory on their first drive before Gaines Adams stormed through the line to strip the ball from Woodson. It was one of two sacks on the afternoon for the All-American, giving him 28 in his career to tie Michael Dean Perry for first on the Tigers' all-time list.
Phillip Merling picked up the loose ball and seemed to give the Tigers prime field position, but a replay showed Woodson's knee was down before the ball came out.
Kentucky took advantage of the second chance and freshman linebacker Micah Johnson, the state's top high school football player last year, scored his first touchdown, plunging in from a yard out.
Proctor threw for three touchdowns and 272 yards, but Jad Dean missed two first-quarter field-goal attempts and an extra point after Durrell Barry's 32-yard TD reception made it 7-6 Kentucky.