All the signs were there - even with Brandon Crump on crutches - the Tennessee men's basketball team had 14th-ranked Louisville nervous.
Then came the final 13 minutes.
Tennessee limped to the final horn with only nine more points.
Contrast that with the 35 scored by the Cardinals and it added up to an 85-62 Louisville victory in front of 19,926 fans and a national ESPN audience Saturday.
"We got up 53-50 and then we just ran out of gas," UT coach Buzz Peterson said. "I made a poor decision by not going to the bench earlier and getting some guys some rest."
A game that began with Crump scoring the first four points, suddenly took a different turn when the Vols' second-leading scorer hit the floor with a badly sprained left ankle after just two minutes.
He never returned, but for a while, it didn't seem to matter.
Louisville's biggest lead of the first half was seven points. By halftime, thanks to a C.J. Watson layup and four free throws from Chris Lofton with five-tenths of second remaining (foul shots and a technical), it was down to 38-37.
What worried Peterson was a lack of timeouts and a shortage of fresh legs in the second half.
Louisville's pressure defense forced the Vols into some quick timeouts to avoid turnovers. With 15:56 to play, UT trailed 48-45, but had only one timeout remaining.
Tennessee had one more spurt to take a 53-50 lead with 13:15 remaining when Watson and Lofton hit back-to-back 3-pointers, forcing Louisville to regroup with a timeout.
"It felt like we were right there," Peterson said. "I felt pretty good when Chris hit that three. We were up by three and in pretty good shape.
"We made that run, but you go back to the timeouts we called. I really didn't have any control with the timeouts at the end and that hurt us."
That's when UT's bubble of momentum burst.
"It happened so fast," UT sophomore Major Wingate said after a career-high 13 points. "They went on a run and it got out of control."
Louisville's Francisco Garcia scored 12 of his game-high 20 points in the final 11 minutes.
Larry O'Bannon started the Cardinals' finishing flourish with a 3-pointer and ended the game with 15 points.
Peterson had stressed ball control against the Cardinals' swarming defense, but Louisville forced 18 Tennessee turnovers.
"They just really put pressure on you," he said. "They make it really aggressive, and when your main guy inside is gone, they got even more aggressive up high on the perimeter."
Lofton, last year's Mr. Basketball in Kentucky, still managed 15 points in his homecoming.
Things weren't as memorable for senior Scooter McFagdon.
Coming off a season-high 23 points in an upset at Florida on Wednesday, McFagdon finished with a UT career-low of four points on 2 of 7 shooting.
"Scooter had a tough night," Peterson said. "For us to be successful against somebody like Louisville, we need him to hit shots.
"When Brandon's not inside they could really lock up outside and they just smothered him."
Watson scoed 14 points, but Louisville's pressure took a toll on the Vols' point guard.
"C.J. told me after the game he couldn't even feel his legs," Peterson said. "We took some quick shots. It gets going up and down and it gets crazy."
Tennessee (10-8) waits for an injury report on Crump with Kentucky looming at 7 p.m. Tuesday at Thompson-Boling Arena.
"We've just got to get back to Knoxville and get better," Lofton said.
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