LEXINGTON, Ky. (AP) Terry Wilson threw two touchdown passes, Asim Rose and Kavosiey Smoke each ran for TDs and Kentucky overcame Toledo to pull away 38-24 on Saturday in the season opener for both schools.

The Wildcats rallied twice against the Rockets to enter the break tied at 14 before taking control in the second half. A third-quarter fumble recovery led to Chance Poore’s 46-yard, go-ahead field goal before Bryce Oliver’s leaping grab of Wilson’s 32-yard TD pass provided a 10-point lead.

Smoke’s 40-yard TD run down the left side midway through the fourth made it 31-17. Kentucky then converted DeAndre Square’s interception into Wilson’s 2-yard TD pass to Josh Ali to clinch the first meeting between the schools.

“It’s always a good thing when you can walk in and win by 14,” Kentucky coach Mark Stoops said. “We did some good things but there’s certainly a lot we can improve on.”

Wilson completed 19 of 26 passes for 246 yards. Justin Rigg recovered Chris Rodriguez’s goal-line fumble in the end zone for Kentucky’s first TD and A.J. Rose (16 carries, 64 yards) ran for an 11-yard score. Smoke had 78 yards rushing on seven carries as the Wildcats outgained Toledo 422-347.

Toledo led twice on first-half TD runs of 5 yards by former Kentucky running back Bryant Koback and 21 by quarterback Mitchell Guadagni.

Guadagni left the game in third after his helmet was knocked off after being tackled by Chris Oats, who was ejected for targeting. Replacement Carter Bradley ran for a 7-yard TD with 1:02 remaining.

“I am proud of the fight we showed,” Rockets coach Jason Candle said. “We were down (but) responded well and I thought the kids did well with that. I expected us to play and compete. We didn’t come down here to be someone’s charity game.”

THE TAKEAWAY

Toledo: The Rockets never trailed in the first half thanks to the running of Guadagni and Koback. They just couldn’t finish Kentucky, which rallied twice to tie the game before a costly fumble led to a field goal. Eleven penalties for 80 yards also hurt, including three pass interference flags that led to 17 points. Guadagni and Koback each rushed for 73 yards as the Rockets edged Kentucky 181-176 on the ground.

Kentucky: The Wildcats answered two wakeup calls in the first half with impressive drives and defensive stops before going ahead for good after halftime. Their win featured uneven play on both sides of the ball. Kentucky was even on the turnovers but came up with takeaways at the right time and registered four sacks. Square, a sophomore linebacker, had 11 tackles including a sack.

UP NEXT

Toledo has a week off before hosting FCS Murray State on Sept. 14.

Kentucky hosts Eastern Michigan on Sept. 7. The Wildcats won the inaugural meeting 24-20 in 2017.