UCF scored 31 second-half points, came back from a 28-7 deficit and along the way picked up one of the biggest victories in school history Friday night at Papa John’s Cardinal Stadium. The Knights’ 38-35 victory over No. 6/8 Louisville marked the highest-ranked foe UCF has ever defeated.

“It’s a great win in a tough environment,” UCF head coach George O’Leary said. “Overcoming a packed house and the No. 8 team in the country, is a great win for our program. I’m just happy for the kids. We went into the game with one motto, ‘Great effort, great effort, great effort and compete and that’s what I thought they did.”

O’Leary was impressed with the way his team rallied from a 21-point deficit.

“We got down 28-7 and they could have just hung their heads, but no they didn’t,” the head coach said. “They got after it. We took some breaks and got some things done and kept pounding.”

After trailing for the first time all season, Louisville took a 35-31 lead going 88 yards in nine plays. Dominique Brown took it around left end for a 15-yard touchdown run. But they left three minutes for Blake Bortles and the Knights, which was just enough time to mount the game-winning drive.

UCF took over at its own 25-yard line and calmly drove 75 yards. Bortles was 6-of-8 for 66 yards on the Knights’ final drive. UCF faced third-and-goal at the 2-yard line. Bortles took the snap, rolled right, bought some time and found wide receiver Jeff Godfrey alone in the back-right corner of the end zone for a TD. Earlier in the possession Bortles found Godfrey for an 11-yard gain to reach the red zone. On 3rd-and-10 from the 19-yard line, Reese hauled in a 15-yard aerial to move it to the 5-yard line. A spike and a 3-yard Storm Johnson run set up the scoring play.

“We had some good runs and some nice passes, especially that last series,” O’Leary said. “Blake made some really good throws and we made some good plays, getting some (yards) after the catch.”

Bortles gave credit to the running game, which set up a lot of his success.

“We had a good plan,” Bortles said. “We were able to run the ball and that’s something that nobody has been able to do on them. Give the offensive line and the running backs credit.”

The defense then held on, as Louisville moved to midfield with 5 seconds remaining. But a Teddy Bridgewater Hail Mary fell incomplete in the end zone as time expired.

The fourth quarter was set up by a wild third period and end of the second quarter. The Cardinals took a seven-point edge into the locker room at intermission, 14-7. But Louisville added to the lead quickly after the break. Dominique Brown slipped up the middle for a 20-yard TD run to push the Louisville advantage to 21-7 with 9:26 remaining in the third quarter.

The Cardinals pushed the lead to 28-7 on a special teams miscue. UCF punter Caleb Houston fumbled before he could get a punt off. It was recovered by Louisville’s James Quick, who returned it for a score, giving the Cardinals their third touchdown in a span of just more than eight minutes.

Then, it was UCF’s turn to put together a scoring streak. Storm Johnson got the Knights started with 4:50 remaining in the third quarter, plowing in from one yard out. UCF created a turnover less than a minute later. Clayton Geathers forced a Louisville fumble at the 15-yard line where Sean Maag recovered. After a false start, the first offensive play of the Knights’ possession was a 20-yard screen pass for a touchdown from Bortles to Johnson. Two TDs in 1:10 made it 28-21.

Running back Will Stanback made a couple big runs after a stop from the Knight defense. Included in those plays by the freshman was a 12-yard scoring run to tie the game at 28-28. UCF’s three TDs came in a matter of 4:20, besting Louisville’s three TDs in eight minutes. The 21 unanswered by the Knights made it a one-quarter game. The winner of the fourth quarter would take the victory and UCF outscored Louisville 10-7 in the final period.

Louisville grabbed a 7-0 lead with 5:29 remaining in the first quarter on a Bridgewater-to-Eli Rogers touchdown pass of 18 yards. The Louisville scoring drive came following a UCF possession to open the game that ended with an interception in the end zone.

The first quarter came to an end with Louisville holding on to that 7-0 advantage. The UCF defense came up with a huge turnover late in the quarter. Safety Brandon Alexander forced a fumble inside the Knights’ 5-yard line that rolled into the pylon, which resulted in a touchback and UCF regained possession.

The Knights tied things up 7-7 with 4:13 remaining in the first half. Stanback then made back-to-back big plays. Rannell Hall took a reverse inside the Louisville 10, but fumbled. Stanback recovered at the Cardinal 4-yard line. On the next play, Stanback bowled into the end zone for the game-tying score.

Louisville regained the lead 14-7 with just less than one minute left in the half. Bridgewater capped a 10-play, 75-yard drive with a 10-yard touchdown pass to DeVante Parker, setting the stage for all the second-half fireworks.

UCF tallied 446 yards of total offense to 445 for Louisville. Offensively, Johnson rushed for 109 yards and a touchdown, while hauling in four receptions for 79 yards and a score. Stanback rushed for 65 yards and two TDs. Bortles finished the game 21-of-32 for 250 yards and two TDs. Defensively, Sean Maag tallied 10 tackles, half a tackle-for-loss and a fumble recovery.