Nashville, TN -- (Sports Network) - Andre' Woodson threw for 299 yards and three touchdowns as Kentucky topped Clemson, 28-20, to win the Music City Bowl.

Woodson, who was chosen as the game's most valuable player, completed 20- of-28 passes for the Wildcats (8-5), who were making their first bowl appearance since a 1999 loss to Syracuse, 20-13, in the Music City Bowl. DeMoreo Ford, Jacob Tamme and Dicky Lyons Jr. all caught touchdown passes for Kentucky, while Rafael Little added 57 rushing yards on 18 carries.

Will Proctor connected on 23-of-39 passes for 272 yards with three touchdowns and one interception for the Tigers (8-5), who ended their season by losing four of their past five games. James Davis ran for 53 yards and Aaron Kelly caught six balls for 66 yards and a score.

The Wildcats took the opening kickoff and went 63 yards on 12 plays to take a quick 7-0 advantage. Little set up the score by taking a pitch nine yards down to the Clemson one-yard line. Two plays later, Micah Johnson plunged in to give Kentucky the lead less than four minutes into the game.

The Tigers dominated the half from there but mistakes kept them in the rear view mirror. After Jad Dean missed a pair of field goals, Proctor finally got Clemson on the scoreboard when he found Durrell Barry for a 32-yard TD with 8:14 left in the second quarter. But, the Tigers kicking game continued to flounder and John Early missed the extra point, keeping the Wildcats in the lead, 7-6.

The Tigers had more chances to take the momentum but turned the ball over on consecutive possessions. Then, Kentucky gained some breathing room with the help of a big special teams play. Backed up on its own 20, the Wildcats used a fake punt to pick up a first down. On the next play, Woodson went on top and hit Ford in stride for a 70-yard score to make it 14-6 with 2:14 left before the half.

Kentucky then had one last chance to put points on the board in the half but this time the Wildcats kicking game went awry, as Lones Seiber misfired on a 36-yarder as time expired in the second quarter.

The Wildcats took firm control of the contest in the third quarter after yet another Clemson mistake. Wesley Woodyard sacked Proctor and forced a fumble that Kentucky recovered at its own 32. The Wildcats went right down the field against the downtrodden Tigers defense and Woodson capped the drive by finding Lyons for a 24-yard score to make it a 21-6 game with 8:09 remaining in the third quarter.

Kentucky really put the pressure on early in the fourth quarter when Woodson threw his third TD of the game, a 13-yard hookup with Tamme, to make it 28-6.

Clemson didn't give in, however. Proctor's 17-yard scoring pass to Tyler Grisham, with 7:25 left, made it a 28-12 game but the Tigers missed the ensuing two-point conversion.

Clemson then drew to within eight, 28-20, with 44 ticks left after Proctor found Kelly for a 17-yard score and then hit Michael Palmer for the two- point conversion.

The Wildcats managed to corral the ensuing onsides kick to secure the game.

Game Notes

Kentucky now holds an 8-4 advantage in the all-time series with Clemson...This was the first time the two clubs have met since the 1993 Peach Bowl, a thrilling game that resulted in a one-point win by Clemson...The Tigers are now 15-14 all-time in bowl games...The Wildcats own a 6-5 all-time record in bowl games.