Nassau, Bahamas (SportsNetwork.com) - Alex Barlow scored 17 points to lead the Butler Bulldogs over the fifth-ranked North Carolina Tar Heels, 74-66, in quarterfinal round action of the Battle 4 Atlantis at Imperial Arena.

Kelan Martin also scored 17 points and added six rebounds for Butler (4-0), which outrebounded Carolina 57-40, grabbing 29 offensive boards, on the way to the upset win.

Roosevelt Jones hit four straight free throws down the stretch, ending with 12 points, eight rebounds and six assists for the Bulldogs, who will face Oklahoma in the semifinal round on Thursday.

Marcus Paige scored 18 points to lead North Carolina (3-1), which rallied in the final minutes but never had possession of the ball with a chance to take the lead.

Trailing by as many as 14 points, Carolina made this game interesting down the stretch. Paige hit a transition layup with a 2:04 left to draw the Tar Heels within 63-57.

Later, with 1:21 remaining, Carolina's Nate Britt drained a 3-pointer to make it a five-point affair, 65-60. Then, after Jones hit a pair of free throws with 61 ticks left, Paige hit another three with 45 seconds on the clock to make it a four-point game, 67-63.

Trailing 70-66 with possession, North Carolina turned the ball over with 16 seconds left. Kellen Dunham was fouled with 13 seconds to play and hit both from the line to secure the win.

Dunham had 11 points for Butler.

After Carolina took a 35-32 lead into halftime, Butler came out of the break on fire led by Barlow. The guard sparked an 11-3 run to start the half with a pair of treys and Dunham ended the surge with a 3-pointer to stake the Bulldogs to a 43-38 lead.

The Tar Heels eventually pulled within 43-41, but a 15-4 run gave the Bulldogs their first double-digit advantage of the game. Martin ended the burst with a 3-pointer at the 8:50 mark and then 1-of-2 free throws with 8:15 remaining for Butler's largest lead 59-45.

Brice Johnson finished with 11 points for Carolina.

Game Notes

Kameron Woods had 13 rebounds for Butler ... Kennedy Meeks added 10 boards for Carolina ... The Bulldogs hit 9-of-28 3-pointers and shot 22-of-72 overall ... Carolina went just 4-of-16 from beyond the arc and hit 22-of-57 shots ... Barlow fouled out.