All week Maryland Coach Jerry Claiborne had worried about his team's complacency as it prepared to play 0-2 Kentucky. Twice he warned his players against being overconfident.

Those warnings went unheeded. Before the Terrapins could say "Penn State" today, a fired-up Kentucky team stunned them, 14-7. It was Maryland's first loss in four starts.

"We were cocky," quarterback Mike Tice said. "We thought we were a lot better than these guys. Coach Claiborne warned us, but I guess we didn't listen."

In spite of a terrible first half -- they gained 46 yards -- the Terps had a chance to win with 22 seconds left when Trice tried to pass to Jan Carinci, but Larry Carter intercepted at the Kentucky 25. Until then, Tice had moved the team from its five to the Kentucky 44 in a desperation drive.

"They just whipped us up front," Claiborne said quietly. "They got two scores early and then it was tooth and toenail time the rest of the way. They got two big plays and I guess that was the difference."

The two big plays came early in the game. The first was on Kentucky's first drive, a 73-yard, 17-play gem that covered 8 minutes 3 seconds.

With freshman quarterback Randy Jenkins in control, Kentucky faced third and 19 on its 45. But Jenkins found split end Felix Wilson open at the Maryland 32 and Wilson made an over-the-shoulder grab, one of his five first-half catches.

Three plays later, Jenkins fractured his right ankle while passing to Wilson. Sore-armed senior Mike Shutt replaced him and later it became apparent that Shutt could not throw. But before Maryland realized that, Shutt used the option effectively, especially on third down at the three when he ducked under Pete Clamp's attempted tackle for a 7-0 Kentucky lead.

"That first drive gave them momentum," Maryland linebacker Darnell Dailey said. "What's more, it gave them confidence that they could win the game."

Kentucky's confidence grew as it continued to shut down the Maryland offense that half. Then, after a 34-yard Dale Castro punt to the Kentucky 48 early in the second quarter, the Wildcats began moving again.

They appeared to be in trouble with third and 13 at the Maryland 18, but Maryland defensive back Sam Medile got tangled up with Wilson at the Maryland two. Wilson went down and Medile was called for pass interference -- a call the entire Maryland defense disputed -- and Kentucky was in business at the two. Chris Jones scored two plays later and, Maryland was in a 14-0 hole with 6:30 left in the half.

"We just played a Maryland-type game," said Kentucky Coach Fran Curci, who was very emotional about the victory few people here had expected. "We won the kicking game and had better field position than they did. And (Charlie) Wysocki wasn't about to get 159 yards against out defense."

Wysocki didn't come close -- he carried 23 times for 60 yards -- but Maryland kept trying to break him loose for the rest of the first half. The Kentucky defense always stacked him up, never letting him break a run of more than nine yards all day.

In the second half, Maryland began opening up. Tice ended up throwing 29 times and completing 10 for 104 yards, but until the final 10 minutes the home team was in control.

"Coach talked to us all week about not getting fatheaded," offensive tackle Phil Livingston said. "One thing's for sure, we were not mentally ready. On our first series we had a procedure penalty, busted assignments on their blitz, everything. That's the difference between winning and losing.

"These guys weren't as good as Clemson. That's what makes me sick. We should have moved the ball on them. It's embarrassing to not even cross midfield the whole first half."

Naturally, the question of whether Maryland was looking ahead to next Saturday and Penn State came up. Naturally, opinions were divided.

"All we hear the week before Penn State is, 'Don't look ahead to Penn State, don't look ahead to Penn State," said Carinci, the only Terp receiver to get open consistently, catching five passes for 50 yards.

"Naturally we end up looking ahead to Penn State. Overconfidence was a big problem, not just today, this whole week I guess. We had terrible practices. We didn't prepare well. The stats and the film say they're not as good as we are.But today they were better than we had expected."

The Terrapins never threatened until the fourth quarter. Taking advantage of a short punt that put them in good shape at their 42, they finally began moving. Key play in the drive was Tice's pass to Larry Gregory, which picked up 15 yards to the 27, then 14 more to the 13 when Andy Molls was called for a late hit.

Two plays later, after a timeout on third and two at the five, Tice faked to Wysocki and found brother John Tice -- the second tight end in the lineup because of the short yardage -- open in the left corner of the end zone. Claiborne went for a one-point conversion and Castro made it 14-7.

"When we finally opened it up we did okay," Tice said. "It's funny because today the line did just the opposite as the first three weeks. They blocked well on the pass but not as well on the run."

By then, the Maryland defense had figured out that Shutt could not throw, and the Terps quickly got the ball back. But on fourth and nine, Gary Ellis, hit hard from behind, could not hold Tice's pass on the Kentucky 29.

"That was the other big play in the ball game," Claiborne said. "There was still three minutes left at that point, and we would have been pretty close if he had caught the ball.

"Those were the kind of plays we made the first three games. We didn't make them today all through the game. We gave them a first down on fourth and one by jumping offsides. Even though they moved first and the official didn't see it. Today, we didn't come through at the crucial times."

Maryland's final chance came after the defense held and Kentucky punter Christ Poulton nailed the ball dead at the Maryland five. Tice hit Carinci for 15 and 11 yards to get the ball to the 31, then found backup tailback Wayne Wingfield, who went out on the 49. Thirty-nine seconds remained.

"I thought we were going to pull it out then," Tice said."We were moving, time was short, but I thought we could do it."

"I was just praying he'd throw it towards me," said Carter, the Kentucky defender who saved the game. "I was looking for the ball in the middle because they still had a timeout. We were doubled on 21 (Carinci) because he'd been their best receiver all day."

Tice had time on the crucial play but threw a bit late.

"Their defense just made a good play," Carinci said.

It ended 22 seconds later with Maryland not even using its final timeout.

"Penn State is just an excuse," Livingston said. "We just took them too lightly.I don't know how you can take an SEC team lightly playing in their own backyard. But we did it."

"We were fatheaded," linebacker Brian Matera said. "This team can't afford to be that way. We've got talent but not enough talent that we can win without being fired up. Today, we just weren't fired up like we should be. It cost us."

"We better have this out of our systems," Carinci added, "because if we play like this against Penn State, they'll not only run us out of Byrd Stadium, they'll run us right back onto the buses.

"We know now we can't let down. We learned that the hard way."