CHICAGO -- Kentucky coach John Calipari knew the bright lights of the Champions Classic would get to his freshman-dominated team.
Michigan State could not boast four of the nation's top 15 recruits, but it did have the one thing Kentucky did not.
Seniors Keith Appling and Adreian Payne led Michigan State to a big lead, and the No. 2 Spartans held off a one-man gang in Kentucky freshman Julius Randle to knock off the No. 1 Wildcats 78-74 Tuesday at the United Center.
"They've been in these moments before ... my team had not," Calipari said.
Appling, a guard, scored 22 points and added eight assists, seven rebounds and four steals. Spartans center Payne had 15 points while battling Wildcats forward Randle for position most of the night.
With Michigan State up 76-74 coming out of a timeout, Spartans guard Denzel Valentine drove baseline and missed an off-balance floater off the back iron with 4.4 seconds to go, but freshman guard Branden Dawson tipped in the miss.
"I think Branden was the unsung hero," Michigan State coach Tom Izzo said. "He had to guard Randle and probably did as good a job as anybody. I think he made some big-time plays, big-time rebounds, four steals. Give Kentucky a lot of credit, they battled back."
Randle had 27 points on 9-of-14 shooting and pulled down 13 rebounds, but he also turned the ball over eight times for Kentucky (2-1). He left the postgame press conference with the trainer because of cramping before answering any questions, to which Calipari said, "I told you to take yourself out."
Kentucky missed 16 of 36 free throws and committed 17 turnovers, totals that Calipari said he was amazed didn't produce a Michigan State blowout. Kentucky stayed in the game with a 51-32 rebounding edge, including 24 offensive boards. Calipari said he wouldn't mind seeing Michigan State again in the NCAA Tournament.
"They're going to get a lot better," Izzo said, "but don't think we're not going to get a lot better."
Calipari said not moving the ball was the reason for Randle's turnovers, but he wasn't surprised the freshman got going when he stopped trying to go one-on-one.
"What I loved about him: He gritted his teeth, was ornery and nasty and wanted to put his team on his shoulders," Izzo said. "For a freshman, that's special."
The only answer the Spartans had for Randle was to foul the 6-foot-9, 245-pounder, who drifted about the perimeter for much of the first half but planted himself on the block in the second half and had his way with Michigan State's post defenders.
Michigan State (2-0) was last No. 1 during the 2000-01 season, but it likely will assume the top spot in the national polls next week.
"I've got 3 1/2 months to get this right," Calipari said, adding that he had players crying in the locker room. "I knew this would get their attention. The biggest thing is, if you don't do this together, it doesn't work."
Kentucky cut the lead to six on Randle's three-point play with 9:41 to play, then tied the game at 66 with 4:46 to go.
"We learned a lot, a lot about our team, who's going to fight when the going gets tough," Kentucky forward Alex Poythress said.
The Spartans answered with a 5-0 run -- Appling drilled a 3 from the corner and guard Gary Harris scooped up the inbounds pass fumbled by Kentucky guard Aaron Harrison for an easy bucket to get the lead to 71-66.
The Wildcats rushed the ball right back to Randle on the right block. Randle drew a foul and made two more free throws -- he was for 9-for-15 in the game -- to keep it a one-possession deficit but picked up his fourth foul at the other end.
The Wildcats went right to Randle to chip away at Michigan State's 44-32 halftime lead. Randle put three soft left-handed floaters off the glass to score the first six points in the second half, but Valentine picked Randle's pocket and hit Appling on the run-out for an easy bucket at the other end to keep the Spartans' cushion comfortable, 50-40. That prompted Calipari to use a timeout 3:35 into the second half.
Michigan State never trailed in the game.
"We knew this was a very big game, and that's the way we approached it," said Appling, who credited watching film of NBA point guards Tony Parker and Chris Paul with his offseason development. "At the same time, we didn't accomplish anything tonight. We've got a long season ahead of us."
In the first half, nine Kentucky turnovers led to 11 fast-break points for Michigan State. The Spartans led by 44-32 at halftime, paced by Harris with 15 points and Payne with 12.
Payne scored 10 points in succession -- finishing four straight Michigan State possessions -- to push the lead to 36-21 with 3:24 to play in the first half.
Young made three 3-pointers and scored 15 points in the first half for Kentucky, but open shots were hard to find, and the Wildcats missed seven of 11 attempts from 3-point range, including their first four.
The Spartans led 10-0 before the first media timeout. Dawson sparked the early surge with three steals and a rousing dunk off a lob pass from guard Valentine. Kentucky missed three 3-point tries and had five turnovers at the first official stoppage at the 15:54 mark.
"I know we would start that way, I told our staff -- I just hoped it wouldn't be 15-0," Calipari said.
Randle shot 1-for-5 and had four points in the first half.
NOTES: At least 75 NBA scouting credentials were issued for Tuesday's doubleheader. Chicago Bulls coach Tom Thibodeau and Boston Celtics GM Danny Ainge were among the talent evaluators in attendance. ... In the history of the poll, the No. 1 and No. 2 teams in the Associated Press preseason rankings met 39 games. The last regular-season game featuring No. 1 and No. 2 in the AP poll was in 2007, when No. 2 Tennessee beat John Calipari's top-ranked Memphis team. Calipari now coaches Kentucky. ... Michigan State G Gary Harris, C Adreian Payne and G Russell Byrd were recruited heavily by Calipari, who famously arrived at Payne's high school in Ohio via helicopter to observe a workout. ... Harris was named the Big Ten Preseason Player of the Year in October. ... Tuesday was the 99th time under Calipari the Wildcats started at least four freshmen.