Tim Couch threw for 476 yards in the defeat against Tennessee.

LEXINGTON, Ky. – Peyton Manning threw for a career-high 523 yards and fivetouchdowns to win his aeriel duel with Tim Couch as fifth-rankedTennessee defeated Southeastern Conference rival Kentucky forthe 13th straight time, 59-31.

True freshman Jamal Lewis scored four touchdowns and Marcus Nashcaught three scoring strikes for the Volunteers (9-1, 6-1 SEC),who can clinch a berth in the December 6th SEC Championship Gameat the Georgia Dome with a win over Vanderbilt next weekend.

Manning, a leading candidate for the Heisman Trophy, broke hispersonal record of 492 passing yards set in 1996 against Floridawith the second-best yardage total in conference history.Georgia’s Eric Zeier threw for an SEC record 544 yards in 1993.

It was the 17th career 300-yard passing game for Manning,breaking the SEC record he shared with Florida’s Shane Matthews.

Couch, a sophomore, completed 35-of-50 passes for 476 yards withtwo scores, but was intercepted three times.

Tennessee led 24-21 at halftime and broke the game open early inthe third quarter. Lewis took a short pass out of the backfieldand went down a wide-open sideline 50 yards for a touchdown.

Lewis followed seven minutes later with a one-yard TD run andManning later lofted a 31-yard TD pass to Nash, who made anover-the-shoulder catch at the goal line for a 45-24 lead with2:25 left in the third quarter. Manning tied a school recordwith his five touchdown passes, a feat he accomplished in theseason opener against Texas Tech.

Lewis added touchdown runs of one and 21 yards yards late in thegame and finished with 128 yards on 21 carries and added 96yards on three catches.

Couch threw both of his touchdown passes in the first half,beginning with a 37-yarder to Derek Homer on the Wildcats’ firstpossession that set the tone for the wide-open affair.

Following a 49-yard field goal by the Volunteers’ Jeff Hall,Nash made a one-handed catch on a short pass from Manning andraced 59 yards into the end zone with 4:17 left in the quarter.The score gave Tennessee the lead for good at 10-7 and followedan intercepted by Volunteer defensive back Terry Fair deep inWildcats territory.

Manning found Andy McCullough with a 17-yard TD pass as theVolunteers took a 17-7 lead after one quarter.

Kio Sanford caught a short pass from Couch near the line ofscrimmage and went 87 yards for a score early in the secondquarter, but Manning responded 1:38 later with a 66-yardtouchdown pass over the middle to Nash. Anthony White had athree-yard TD run for the Wildcats, cutting Tennessee’s halftimelead to 24-21.

Hal Mumme completed his first season at Kentucky with a 5-6record, 2-5 in the SEC East. Mumme received a five-yearcontract extension on Wednesday.