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Inga Orekhova wasn't nervous when she stepped to the line to attempt three free throws with under a second remaining in regulation and a chance to send South Florida's game against California to overtime.

"I didn't have a lot going through my head besides I have to make them," she said. "I mean, I have to take my team into overtime to win this."

Once she sank all three she thought, "we got this."

She was wrong, but coach Jose Fernandez liked the fight his 10th-seeded Bulls showed in losing 82-78 in overtime to the second-seeded Bears on Monday night.

The team's character was "tremendous," Fernandez said.

"It's going to hurt, but this is something that they're going to remember for a lifetime," he said. "Cal is a very good basketball team, but I think our guys have shown all year that we can play with anybody in the country and we did that tonight."

Layshia Clarendon scored 27 points to help California win on Monday night in the second round of the NCAA tournament.

Reshanda Gray added 14 points for the Golden Bears (30-2), who advanced to the round of 16 for second time in program history and reached 30 victories for the first time. Cal will face the winner of Tuesday's game between No. 3 seed Penn State and No. 6 LSU in the regional semifinals on Saturday.

The Bears were up 67-57 before the Bulls went on a 13-3 run capped by Orekhova three free throws that tied it at 70.

California missed eight of 11 free throws down the stretch in regulation, but went 8 for 10 at the line in overtime.

Andrea Smith scored 24 points and Orekhova added 22 to lead 10th-seeded South Florida (22-11), which won its first NCAA tournament game Saturday.

California finished 21 of 39 from the line, while the Bulls hit 20 of 26.

There were just three field goals in overtime, two for Cal and one for South Florida.

The Golden Bears started to get the ball inside in the second half, scoring 22 of their 30 points in the paint after the break.

Clarendon hit a 3 and another bucket to put Cal up 62-49 with 8:17 remaining and it looked as though the Bears had it sealed. But after California shut down Orekhova for about 24 minutes bridging both halves the junior came roaring back late in regulation.

The Bulls' run to tie the game came after Orekhova's fourth 3 pulled them within 69-65 with 20.7 seconds remaining. Then Smith hit two of three free throws to make it 69-67 with 11.1 seconds to go.

Brittany Boyd, who finished with 12 points, hit the front end of a one-and-one before Orekhova missed from 3-point range but was fouled by Clarendon.

After the third free throw swished through the net she leaned her head back in relief.

Orekhova finished 6 of 14 from the field and Smith hit 7 of 21 shots.

The game was very physical, with bodies hitting the floor often. In the second half a technical foul was called on Caitlin Rowe when she shoved Gennifer Brandon away after officials called a jump ball at California's end of the court.

Cal led 37-32 at halftime, despite struggling to get the ball inside. The Bears were up 20-15 before South Florida put together a 7-0 run, including a 3-pointer and a field goal by Smith to go ahead 29-25. But the Bears shut down the Bulls for four minutes and went on a 12-3 run to close the half, including six points from Clarendon.