Notre Dame's experience and raucous home crowd were too much for eighth-ranked Kentucky and its heralded freshmen.
Junior guards Eric Atkins and Jerian Grant paced the Fighting Irish to a 64-50 victory Thursday night.
Atkins led the Fighting Irish with 16 points, Grant had 13 points and six assists and Jack Cooley added 13 points and 11 rebounds.
"The way our guards were controlling things, I didn't have to do a lot of coaching," Notre Dame coach Mike Brey said.
"Those guys were coaching the team. Eric Atkins running things, calling sets. When you have a veteran backcourt doing that, I just don't want to get in their way too much."
Notre Dame outplayed Kentucky (4-2) inside during the first half and held the Wildcats to a season-low 40 percent shooting for the game.
The Irish shot 48 percent, the best anyone against Kentucky this season.
The senior captains of the top-ranked Notre Dame football team, linebacker Manti Te'o, defensive end Kapron Lewis-Moore, tight end Tyler Eifert and tackle Zack Martin, got a standing ovation when they were introduced at halftime.
Students rushed the floor after the Irish wrapped up their second win over the Wildcats in the past 13 meetings.
Grant was disappointed in the fans' reaction, saying it wasn't like last season when the Irish upset top-ranked Syracuse.
"I'd rather not have them on the court. Last year was kind of a surprise game. This year, going into it, all of us were expecting to win this game," he said.
Kentucky coach John Calipari said his team didn't compete.
"They beat us to balls. They beat us around the basket. We didn't compete. We didn't execute. We didn't play together. There's a lot of things we didn't do," he said.
Julius Mays led Kentucky with 16 points and Nerlens Noel had 10.
"We came out a little shell-shocked and we started playing their game, which is slow down and half court. I think we're more of an up-tempo team," Mays said.
Two of Kentucky's heralded freshmen struggled. Archie Goodwin, who is averaging 19 points, was 1 of 7 shooting and finished with three points and Alex Polythress, who is averaging 18.4 points, had just one basket and was 1 of 3 from the free-throw line.
The Irish outrebounded Kentucky 33-27.
"We just knew that we could attack their bigs," Cooley said. "We watched film on them and knew that they had young bigs, and we could try to outsmart them instead of out-athleticizing them. Not really change how we play but just do what we do."
Brey said his team played with poise whenever Kentucky started rallying.
"When we don't have good offensive stretches, we're still able to concentrate defensively," he said.
Notre Dame led 36-25 at halftime. The lead was around 10 points when Cameron Biedscheid, who had 10 points, hit a 3-pointer to ignite a 10-0 run that included a 3-pointer by Grant and another jumper by Biedscheid and gave Notre Dame a 55-35 lead.
Notre Dame wore black uniforms with stitched green letters and numbers that were hard to see and the crowd wore black in support of the team.
Atkins said the victory should help the Irish during the season.
"It just boosts our confidence that we can do it against an elite team," he said.
Calipari said he hopes his team learned something in the loss.
"What I hope they figure out is you've got to do it together. You have to give Notre Dame credit. What a great crowd, with a great student body. They ground us out. That's how we usually play when we get up," he said.