LEXINGTON, Ky. -- Tricia Liston had some good looks at the basket, but the Duke senior guard just mostly used her height and quickness to score easy layups no matter who was on her.

Those opportunities seemed to be there all day for the Blue Devils against Kentucky.

Liston scored a season-high 28 points to help No. 2 Duke beat the fifth-ranked Wildcats 69-61 before 23,706 fans at Rupp Arena on Sunday.

Five days after defending champion and No. 1 Connecticut soundly dealt the Blue Devils their first loss, they used their size and length to hand the Wildcats their first defeat before the largest crowd to see a women's game in Kentucky along with the biggest Duke has ever played in front of.

The 6-foot-1 Liston thrived on mismatches to shoot 10 of 19 from the field, including two 3-pointers, falling a point short of her career best. Duke's 6-3 center, Elizabeth Williams, was 6 of 10 to chip in 17 points and had eight rebounds.

The Blue Devils (12-1) stifled Kentucky (11-1) around the basket, limiting the Wildcats to 25-of-75 shooting (33 percent) and 3 of 15 from long range. Poor free throw shooting also doomed Kentucky, which made a season-worst 8 of 19 from the line (42 percent).

Janee Thompson had 12 second-half points to lead Kentucky and helped rally the Wildcats to 59-55 with 6:07 remaining. Liston answered with consecutive layups to stretch Duke's lead back to eight and provide a safe cushion as the Blue Devils won their second in a row.

"We just stayed more focused on what we needed to do, taking care of the ball and getting stops on defense, rather than worrying about it getting too tight," Liston said. "We needed to make sure not to get involved with the crowd and everything else that was going on. We did a really good job of staying poised and staying with our game plan."

Added Duke coach Joanne P. McCallie: "Tricia's leadership was incredible. She's a very, very smart basketball player with a lot of experience. She was huge for us in terms of getting the team together and making things happen."

Duke shot 26 of 59 (44 percent), made 15 of 18 free throws and outrebounded Kentucky 46-42. The Blue Devils also outscored the Wildcats 40-34 in the paint.

Samarie Walker and Bria Goss had eight points for Kentucky.

"They outworked us today and I think that's what happens in games with two really good teams going at it," Wildcats coach Matthew Mitchell said. "They were just a team that worked harder. Not that our team didn't work hard, I just think Duke worked harder. You give them credit. They did a nice job."

The game began in a charged atmosphere with the Wildcats playing before a crowd four times their season average at nearby Memorial Coliseum. The question was whether students and faculty would help break the state record of 22,152 set in 2010 when Kentucky played at Louisville's KFC Yum! Center.

Duke entered its third game in a week after blowing out Albany on Thursday. There have been few easy opponents for the Blue Devils, particularly this month with Kentucky representing their fourth ranked foe in five games.

That stretch thoroughly prepared a Duke squad that was no stranger to 23,000-seat Rupp, losing here to Kentucky two years ago as the Wildcats' annual appearance resumed after a brief hiatus. And in building a 36-24 halftime lead, the Blue Devils certainly weren't in awe of the massive building, the partisan crowd or Kentucky's trademark pressure defense.

With size advantages at many positions including Williams having a two-inch edge over Walker -- who went scoreless in the first half -- Duke simply exploited it on both ends. Frequent layups helped the Blue Devils shoot 14 of 29 from the field including seven straight baskets during one stretch.

"One thing that we talked about was being able to control the tempo this game, knowing they were a pressing team," Williams said. "We were aware of their pressure and overall we did a pretty good job."

Duke's length also made it difficult for Kentucky to pass and shoot against the zone. The Wildcats began 0 for 5 en route to 10 of 35 for the half, often finding hands in front of them as they struggled to work the ball inside and around the perimeter, keeping them from spotting up from long range.