LEXINGTON, Ky. (AP) -- Even a coach who loves passing as much as Steve Spurrier knows there are times his South Carolina team must run the ball to win games.
The sixth-ranked Gamecocks discovered that Saturday night against Kentucky.
Trailing 17-7 at halftime and held to just 26 yards on the ground, South Carolina outrushed Kentucky 174-7 in the second half and scored 31 unanswered points for a 38-17 victory.
Marcus Lattimore rushed 23 times for 120 yards and two second-half touchdowns and Kenny Miles added a 17-yard run as the Gamecocks (5-0, 3-0 Southeastern Conference) scored on five of six possessions. They also moved into a tie with Florida and Georgia atop the East division, with the Bulldogs coming to Columbia, S.C., next week.
''We knew as a team that we had to establish the run,'' said Lattimore, who had five carries in the first half.
''We worked on our power play and had some success. ... I wasn't frustrated at all. We just had to run the ball a little more.
Connor Shaw chipped 76 yards on 19 carries along with passing for 148 yards and two scores, including a 30-yarder to Damiere Byrd that awoke the Gamecocks from a sluggish first half.
Kentucky (1-4, 0-2) outplayed South Carolina the first 30 minutes despite losing quarterback Maxwell Smith on the first series with an ankle injury. Smith, returning after missing last week's Florida loss with a separated shoulder, was replaced by freshman Jalen Whitlow.
He got the Wildcats going with 8-yard touchdown run and Raymond Sanders added a 10-yard score, and for a while it looked as if they would pull another upset at Commonwealth Stadium. Kentucky won the last meeting here 31-28 with 21 unanswered points.
Instead, the Wildcats totaled 70 second-half yards and were outgained 348-243. Whitlow was intercepted twice and sacked six times, including four in the second half.
''I was holding the ball too much,'' said Whitlow, who finished 12 of 23 for 114 yards. ''We got some sacks and interceptions.''
Before that South Carolina got little, Spurrier's frustrations was obvious as he walked off the field. But the leaders did all the talking for him in the locker room.
''Our guys really had a good look in their eyes, nobody was pouting,'' said Spurrier, off to his first 5-0 start as Gamecocks coach. ''Maybe we learned something about ourselves as we go forward.''
Byrd's touchdown catch seemed to jump-start South Carolina, which went ahead to stay on Miles' TD.
''We had a lot of missed opportunities,'' Byrd said, ''but we were able to take advantage in the second half.''
Smith was tackled low by Byron Jerideau. His cleats appeared to be caught in the turf and he immediately grabbed his left ankle, lying on the field for several moments before heading to the bench.
Trainers taped the ankle and he tried to walk on it before heading to the locker room for X-rays.
That again forced Whitlow into an emergency situation but the difference this time was the freshman's weeklong preparation.
It didn't show immediately as he was quickly sacked after replacing Smith, but after the defense twice denied Shaw on two runs at the 1, Whitlow made the work pay off.
Kentucky went 94 yards in 16 plays, helped by Raymond Sanders' 28-yard run and two by Jonathan George for 25 yards. Whitlow, with great protection, chipped in a 20-yard pass to DeMarco Robinson before Sanders got the Wildcats down to the 5 and settled for Craig McIntosh's 22-yard field goal and an early lead.
South Carolina eventually regrouped to lead 7-3 as Shaw led a 64-yard drive helped by his 37-yard pass to a wide-open Ace Sanders, who added a 3-yard touchdown reception two plays later.
Kentucky scored on its next two drives covering 67 and 34 yards, the latter of which was set up by its special teams as Daron Blaylock leaped over the protection to block Tyler Hull's punt that A.J. Legree recovered.
Whitlow's passing and running got the Wildcats a 10-7 lead, connecting with Legree twice for 26 yards followed by two runs covering the final 12, including an 8-yard scoring scramble.
Raymond Sanders' 10-yard run made it 17-7 with 1:52 left in the half.
The Wildcats got another scoring opportunity just before halftime when a snap sailed over Shaw's head and was recovered by Taylor Wyndham at the 10. It failed when Whitlow was stripped of the ball, and despite Kentucky's recovering the ball at the 3, the clock ran out before it could run a play.
That turnover summed up an out-of-sync first half for South Carolina, which began when Bruce Elllington dropped Shaw's first pass. There went his quest to match Tee Martin's SEC record of 23 consecutive completions, and little improved afterward for the Gamecocks.
''I sat back too long and maybe (it was) receivers not getting open,'' Shaw said.
They were outgained 173-108, as the Wildcats limited Shaw's passing and running. He was also sacked twice and South Carolina punted twice.
The Gamecocks came out more focused and physical in the third quarter and wasted little time taking the lead. Shaw hit Byrd in the back of the end zone for a 30-yard touchdown to close within 14-17, and Miles put South Carolina ahead on the next possession.
''Coming out in the second half, we knew that we didn't have a good first half,'' Gamecocks defensive end Devin Taylor said. ''Our whole plan was to come with the intensity that we didn't show.''