His college career officially over, Louisville senior Russ Smith took a long walk down the corridor, went into the Kentucky locker room and shook hands with a group of freshman he simply could not overcome.

Smith scored 23 points Friday night, but when his attempt at a game-tying 3-pointer came up short with 4 seconds left, his quest to close out college with back-to-back national titles was over.

The fourth-seeded Cardinals fell 74-69 to their in-state rivals in the Midwest Regional.

"I feel for him," said Kentucky's Aaron Harrison, who made the go-ahead 3-pointer with 39 seconds left.

Eighth-seeded Kentucky (27-10) led this game for a grand total of 65 seconds. Smith and another senior, Luke Hancock (19 points), controlled most of the rest.

But the Louisville guard went 4 for 10 from the free throw line, part of a 13-for-23 effort by the Cardinals. Louisville also got outrebounded 37-29 and gave up 10 more second-chance points than they scored.

Those numbers, coach Rick Pitino said, were key in a game in which the Cardinals did almost everything else right.

"If you take that away, we played, really, almost a near-perfect game in a lot of areas," Pitino said.

It staked Louisville to a 13-point lead midway through the first half. The Cardinals led by seven with 4½ minutes left.

Then, Kentucky took over.

Actually, it was a sophomore, Alex Poythress, who started the comeback. He scored five points and blocked Smith's layup attempt during a 7-0 run that tied the game at 66 with 2:11 left.

From there, it was the Kentucky freshmen — the Kiddie 'Cats — who showed all the poise against the defending national champs.

Harrison took a pass from Julius Randle and spotted up in the corner for the go-ahead shot. Both finished with 15 points, as did yet another freshman starter, Dakari Johnson.

On the next possession, Louisville's Wayne Blackshear got fouled. The 71 percent career free throw shooter missed the first. Randle came down and made two free throws to put Kentucky ahead by three.

Harrison guarded Smith and forced him to miss the 3-pointer on the next possession — "His first stop of the game," Kentucky coach John Calipari quipped.

Smith said the play was designed to get the ball to Hancock.

"I came off a ball screen and I automatically looked for Luke and then I saw he was being face-guarded by Poythress and I tried to take a 3-pointer to tie it up," he said. "Everything went the right way, Luke was just face-guarded."

A few seconds later, the Wildcats were chest bumping and Calipari was pumping his fists to a loud stadium that was about two-thirds Kentucky blue, one-third Cardinals red.

The latest win for Kentucky was the ultimate lesson in patience for a team that, for so long, had trouble showing any. They were touted on T-shirts as the team that would go 40-0 and win the national title, then all head off to the NBA.

Two out of three is still possible.

"They finally have surrendered and lost themselves in the team," Calipari said. "It's just taken a long time."

Pitino, meanwhile, lost his first Sweet 16 game in 12 tries.

A few more rebounds here, another free throw or two there, and Louisville could be one win away from its third straight Final Four. Instead, its rival will play Michigan on Sunday in the Elite Eight.

"I told them we probably beat ourselves a little bit down the stretch," Pitino said. "But how can any of us complain with the run we've been on?"