The 1999 edition to the Outback Bowl featured the Kentucky Wildcats, and the Penn State Nittany Lions. 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.