Number 1 ranked Kentucky Wildcats hosted the Number 5 ranked North Carolina Tar Heels on December 3, 2001 at Rupp Arena in Lexington, KY.

Marquis Teague gets Kentucky on the board first with a layup, Harrison Barnes answers with a 3 pointer. Kentucky scores afterwards including a 3 pointer for the Cats to have a 9-3 lead. North Carolina has tied it up at 11-11. Harrison Barnes hits a 3 for the Tar Heels to take the lead, 14-11. Anthony Davis with a bucket to cut it to just one. Kentucky takes the lead back, but North Carolina is ahead once more, Carolina with a 3 pointer, 19-15. Another 3 pointer by Carolina and they are up by 6, 22-16, but Kentucky brings it to just 4. Back up to 6, 26-20 UNC, they have their largest lead of 8, Kentucky with a 3 pointer to cut it 5, 30-25. North Carolina now up to a 37-30 lead.  North Carolina leads 43-38 at the half.

 Back and forth in the second half, Kentucky takes the lead back at 52-51 but that is short lived with a 3 pointer, and now they have it down to just 2 points, 56-54. Anthony Davis gives the Cats the lead back, 61-60.  They extend that lead to 69-64, a 3 pointer by Barnes and Carolina is within 2. Kentucky was up by 4 and the Heels hits a 3 to make it just a one point game with less than a minute left, 73-72. Kentucky defeats North Carolina 73-72 at Rupp Arena.