LEXINGTON — The Toppers might need some time to breathe after this one.

WKU scored its first win over an SEC school on Saturday in Commonwealth Stadium, topping in-state rival Kentucky 32-31 in an overtime win.

“Two years ago we came up here and they beat the brakes off of us,” coach Willie Taggart said at a press conference immediately following the game. “It was time for us to come up here and play like we’re capable of.”

A breathless pace dominated the end of the game. The Toppers, up 24-17 with 2:15 to go, gave up a touchdown to the Wildcats with 24 seconds left to take it to overtime.

Kentucky punched it in the end zone on their first overtime possession. The Toppers responded with a touchdown of their own, and a halfback pass to senior quarterback Kawaun Jakes on the two-point conversion sealed the deal for WKU.

The two-point conversion was the wildest moment of a wild game.

Jakes took the snap and lateraled it to junior running back Antonio Andrews.

Andrews, a former Kentucky high school Mr. Football quarterback, threw it back to Jakes, who broke into the end zone through the Wildcat defense for the victory.

It was a gutsy play call by Taggart, who improved to 4-0 in overtime games at WKU, but Andrews said the Toppers didn’t back down from the challenge.

“We play to win,” Andrews said. “It surprised me what play he called but in this game, you play to win.”

Jakes, at the high point of his roller-coaster four years at WKU, said that conversion was a do-or-die moment for the Toppers.

“I was just doing it for my teammates, making plays,” he said. “Like I said, we play to win, we just had to execute that play and we did.”

The win is monumental for the Toppers across the board.

It is the first time WKU has topped an automatic qualifying-conference school since Division I split into I-A and I-AA in 1978.

It’s also the first time it’s beat a school from the SEC and its first win over Kentucky.

Jakes finished 16-for-22 for 160 yards with one touchdown pass and one interception, which was tipped into the air by his intended receiver.

Andrews was the star on the ground for WKU. He gained 125 yards on 34 carries and had three touchdowns, including one in overtime.

The Topper defense hounded Kentucky quarterback Maxwell Smith on the other side of the ball.

Sophomore safety Jonathan Dowling pulled in three of the four interceptions Smith threw, though he fumbled the ball back to the Wildcats on an interception return in the third quarter.

Dowling said his performance on Saturday was a direct response to a challenge Taggart issued to his secondary unit, which refers to itself as “the air force,” after last week’s beating in Alabama.

“He challenged us at the beginning of the week,” Dowling said. “He said, ‘you all aren’t playing like the air force,’ and he was right.”

The Topper pass rush, fresh off a strong showing in Alabama, had trouble getting to Smith until it mattered most.

WKU recorded its first and only sack when Smith faced a crucial 3rd and 10 in the fourth quarter — junior linebacker Bar’ee Boyd brought the quarterback to the ground for a 10 yard loss and the Wildcats were forced to punt.

Smith finished the game 37-for-60 with two touchdowns and four interceptions for the Wildcats.

The game couldn’t have opened much better for WKU. The Toppers scored the first 17 points and stopped Kentucky from getting on the board until late in the second quarter.

The Toppers led 17-10 at halftime.

The teams traded touchdowns in the third quarter and the Toppers looked to have the game wrapped up at the end, but Smith and the Wildcats marched 72 yards downfield in the final three minutes to put up the tying score with 24 seconds left in the game.

Kentucky scored first in overtime when junior running back Jonathan George scored his third touchdown of the game.

After an incompletion on the first offensive play for WKU in overtime, Jakes scrambled nine yards on 2nd and 10 to get the Toppers into the red zone.

A catch by junior fullback Kadeem Jones and a penalty gave WKU 1st and goal, and a two-yard run by Andrews put the Toppers deficit at one point. They finished the game on the ensuing two-point conversion.

Andrews said coming home from Lexington with a win is just what the Toppers needed.

“We just beat an SEC school — it feels great,” he said. “It was a great opportunity, and we showed up and we won. I’m so happy now.”