"We got manhandled. I got manhandled," Calipari said. "This is one that I know I gotta watch the tape."
The Wildcats (24-6, 14-3 Southeastern Conference) appeared in control while leading 51-34 early in the second half. Then the Volunteers (17-13, 9-8) outscored Kentucky 29-9 over 10:09 to emerge with a huge victory that snapped the Wildcats' hot streak -- along with 10 perfect years of winning after holding a double-digit halftime lead.
"The game got physical, and we couldn't compete," Calipari said. "It just got physical. We tried different ways to score, and we just had nothing. We couldn't throw it to the post; we tried to open up the court and couldn't get by people.
"But give credit to Tennessee; they could've gone away down 17, but that's [Volunteers coach] Rick Barnes."
The Wildcats had been 129-0 over the past 10 years when leading by double digits at halftime, according to ESPN Stats & Information research. Considering how Tennessee methodically converted that deficit into a lead over the final 20 minutes, the Volunteers didn't care.
"We just kept fighting,'' said Tennessee forward John Fulkerson, who mingled with happy Volunteers fans long after the final horn. "I kept trying to look at the score at the top of the [scoreboard] and couldn't find it, which I guess was a good thing.
"But it was such a team effort, everybody played well. Guys from the bench came in and contributed. This was no surprise to me. I knew we were capable of this. I knew that if everybody comes to play, we can get the job done.''
The Volunteers outscored the Wildcats 29-9 to lead 63-60. Kentucky tied it at 63, but Yves Pons answered with a 3-pointer and Fulkerson added two free throws to put Tennessee ahead.
Pons then added consecutive jumpers to make it 72-66 with 1:48 left. Nick Richards' two free throws cut the lead to four, but Tennessee's Josiah-Jordan James put back his missed jumper to make it a six-point game again with 1:05 left.
James then made three free throws, and Santiago Vescovi and Jordan Bowden (11 points) each added two more in the final minute to seal Tennessee's second consecutive victory and just its sixth triumph at Rupp Arena. Two of those wins at Kentucky have come over the past three seasons, and the Vols have beaten Wildcats six of nine times overall.
Pons finished with 15 points. James tallied 16 points, all after halftime.
Meanwhile, Fulkerson made his first seven attempts to finish 10-of-15 from the field and knocked down all seven of his free throws for 27 points, topping his previous best of 25 against South Carolina on Feb. 15.
"He was terrific," Barnes said of the junior forward. "What he did tonight is one of the greatest performances I have witnessed."
The Associated Press contributed to this report.