ORLANDO, Fla. -- Trailing upset-minded Manhattan in the final three minutes, defending national champion Louisville got eight straight points from senior forward Luke Hancock, including back-to-back three-pointers, to pull out a 71-64 thriller in the NCAA Tournament's second round early Friday morning.

Russ Smith scored 18 points and Hancock had eight of his 16 in that final run, rallying the fourth-seeded Cardinals after 13th-seeded Manhattan (25-8) took a 60-58 lead. Said Hancock, "I just tried to play off my teammates. On the shots, Russ passed both of them. I tried to float to the corners and keep open and Russ is going to find you.''

Louisville (30-5) will face fifth-seeded Saint Louis, which rallied from a 14-point deficit with five minutes left to beat North Carolina State, 83-80, in overtime.

Hancock fouled out Rhamel Brown, hit two free throws, then sank three-pointers on back-to-back possessions of a game that ended after 1 a.m. Friday.

The game pitted mentor and protege in Louisville's Rick Pitino and Manhattan's Steve Masiello, who was a ballboy on Pitino's Knicks teams, a walk-on when he was at Kentucky and an assistant on his Louisville staff for six years before being hired by Manhattan three years ago.

Said Pitino, "I'm really proud of coach Masiello . . . He did a great job of coaching, him and his staff, a remarkable job. We need this kind of game. Winning by 60 and 40 doesn't make you a better basketball team. Really excited we had a tight, hard-fought game. Manhattan deserves all the credit. They were great tonight.''

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Masiello said, "I didn't outcoach him. My kids just played. It's emotional. The guy who made you who you are is the enemy for two hours. It's tough. It hurts. If I'm going to lose to anyone, I guess I lose to him.''

Ashton Pankey had 16 points and Emmy Andujar added 13 for Manhattan. Said Roslyn product George Beamon (seven points): "This loss definitely hurts. We lost to a great Louisville team, great bunch of guys. Those guys brought it, but it definitely hurts. We're going to get our young guys ready so they don't have to feel this way again.''

Manhattan was playing in the tournament for the first time in 10 years. Said Masiello, "That Louisville team is terrific. Coach Pitino did a phenomenal job. Those kids play so hard. They're a class act across the board . . . I thought their experience being here showed down the stretch.''