Julius Randle led the way for No. 1 Kentucky with 27 points, 13 rebounds but the Cats couldn't overcome the original No. 2 Michigan State 10-0 lead, as UK fell 78-74.
The Spartans Keith Appling dropped 22 points, 7 rebounds and 7 assists to lead State to the victory.
It's the fourth time in program history Michigan State beat the No. 1 team in the Associated Press poll.
UK had just one steal, but 17 turnovers. The Cats also made 20-36 free throws (55.6%).
Highlights and postgame reaction tonight at 11 on ABC 36 News.