North Carolina's win, full of turnovers and one dreadful half of basketball, propelled the Tar Heels into the No. 1 spot on the all-time college basketball victory list with 1,484 wins, one more than Kentucky.
But until the bizarre finish, which included North Carolina's King Rice setting up the game-winning basket while sitting on his rear end near midcourt, 18th-ranked Kentucky had the ninth-ranked Tar Heels in serious danger in the Smith Center.
Even when it was over, the outcome had both coaches shaking their heads.
"We were extremely fortunate to win. That goes without saying," North Carolina coach Dean Smith said. "Kentucky obviously outplayed us."
He didn't get an argument from Kentucky's Rick Pitino, whose club lost for the first time in five games.
"This is a bitter pill to swallow because we should have won this game," Pitino said.
Kentucky, ineligible for the NCAA tournament this year, was making its first-ever trip to Chapel Hill in the long, historic series. But the young Wildcats didn't let the atmosphere of 21,572 emotion-charged fans disturb them, building a 41-33 halftime lead.
Trailing 81-77 in the final 90 seconds, North Carolina's Rick Fox came up with the game's crucial basket when he hit a three-pointer with 1:23 to play.
It was sweet justice for Fox, who missed his first eight shots against the Wildcats. It got the Tar Heels back within a point.
A quick miss by Kentucky's Sean Woods gave North Carolina (5-1) its chance. Fox nearly lost the ball near midcourt when Reggie Hanson tipped it from behind. Fighting to stand up, Fox shoveled the ball to Rice, who was sitting on the court. Rice took the pass, spied George Lynch, who then --ed it off to Pete Chilcutt who sailed in for the go-ahead dunk with 1:02 left and the Smith Center shaking with sound.
"I was just trying to keep the ball inbounds," Fox said. "I had no idea it would evolve into that."
"I was where I was supposed to be, but I had slipped down," Rice said. "I guess you could say we got lucky."
Kentucky missed its chance to regain the lead when Hanson missed a short jumper with 38 seconds remaining.
But with Pitino standing near midcourt screaming at his team to foul someone, the Wildcats let all but the final second tick off the clock before hacking Rice.
By that time, it was too late. Rice made both free throws -- even though Smith asked him to miss the final one to let time expire -- and the Tar Heels had made another escape.
"We were very, very lucky," Smith said again. "We're going to be good but we're not good now."