Penn State entered the game with an 8-3 record and #22 ranking in the AP poll; the Nittany Lions had been ranked as high as #7 in the AP poll that season. Kentucky entered the game at 7-4, unranked, though having been ranked earlier in the season in the USA Today coaches' poll. Penn State was favored by 7 points. Kentucky entered the game with three starting offensive linemen replaced by freshman reserves.
The game proved to be the first sellout in the history of the Outback Bowl.
Kentucky started the scoring with a 36 yard touchdown pass from quarterback Tim Couch to wide receiver Lance Mickelsen for an early 7-0 Kentucky lead. Penn State responded with a 43 yard field goal from kicker Travis Forney. Minutes later, Tim Couch found Anthony White for a 16 yard touchdown pass, to give Kentucky a 14-3 lead.
In the second quarter, Penn State quarterback Kevin Thompson connected with Joe Nastasi for a 56 yard touchdown pass, pulling Penn State to witin 14-10. Travis Forney kicked a 26 yard field goal before half to make the score 14-13.
In the third quarter, Forney connected on two field goals of 21 and 25 yards to give Penn State a 19-14 lead. In the fourth quarter, Chafie Fields scored on a 19 yard touchdown run with four minutes left to give Penn State a 26-14 lead. Penn State's defense held, and the final score stood up.
All of Penn State's wins between '98 and '11, including the 1999 Outback Bowl victory, were later vacated.