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The 16th-seeded Western Kentucky Hilltoppers seeded Kentucky Wildcats in a Bluegrass State Showdown in the second round of the 2012 NCAA Tournament at the KFC YUM! Center.

The Hilltoppers opened up NCAA Tournament play with a late second half rally to defeat the Mississippi Valley State Delta Devils, 59-58, in the first round on Tuesday. Interim head coach Ray Harper took over on Jan 12. and accumulated a 11-6 record, which includes the four-game run through the Sun Belt Conference Tournament as a seven-seed. The Hilltoppers lost their only game versus a ranked opponent this season, as they blew a second half lead to Louisville in this evening's venue, the KFC YUM! Center on Dec. 23. WKU is the only team with a losing record to make it to the Big Dance this season.

Kentucky may not have the momentum of its opponent, but it did enough to be selected as the NCAA Tournament's top overall seed. The Wildcats lost for just the second time this season their last time out in the Southeastern Conference Tournament title game as they lost 71-64 to an energized Vanderbilt squad. Coach John Calipari will be looking to get over the hump this season, as he took Kentucky to the Elite Eight and Final Four in his first two seasons in Lexington. The Wildcats have not lost their opening game of the NCAA Tournament since 1982. UK averaged 76.7 ppg on the offensive end this season and help opponents to just 59.0 ppg on a nation-low 36.8 percent shooting from the field. Its defensive front line blocked a national-best 298 shots this season to completely frustrate opponents.

This will be just the sixth encounter in history between the in-state rivals. Kentucky holds a narrow 3-2 edge in the all-time series, but the Hilltoppers topped UK, 64-52, in the last meeting on Nov. 15, 2001.

WKU needed a 16-point rally in the final five minutes on Tuesday versus Mississippi Valley State to stay alive. The Hilltoppers managed to win their first-round game with a very balanced effort. Derrick Gordon and T.J. Price each scored 11 points, while the George Fant, Teeng Akol, and Jamal Crook all chipped in nine points. With all five starters contributing at an efficient level, the Hilltoppers lack of a go-to-guy has become a strength. WKU will need to improve its shooting from the outside in this one, as it made only 2- of-16 from beyond the arc versus the Delta Devils.

Kentucky has one of its most talented lineups in school history. The Wildcats have managed to put together their amazing season so far with a starting lineup consisting of three freshmen and two sophomores. The Wildcats' star forward Anthony Davis has been one of the most impressive players in the nation all season. The rookie forward won the SEC Player, Defensive Player, and Freshman of the Year awards. Davis led the team in scoring and the nation in blocks with 4.6 per game. Terrence Jones and Michael Kidd-Gilchrist are very talented forwards for UK as well. Marquis Teague continues to develop at the point guard position for the Wildcats and Doron Lamb has the ability to deliver a huge scoring outburst.