North Carolina was the obvious favorite to cruise to the Maui Invitational championship as the field's only ranked team.
Butler had other ideas.
After being routed in the semifinals, the ninth-ranked Tar Heels are relegated to facing host Chaminade in the third-place game Wednesday night.
North Carolina (4-1) won its first four games by an average of 25.5 points, including a 95-49 blowout of Mississippi State in the first round. The tide turned on the Tar Heels on Tuesday, though, when they trailed by 17 points at halftime and by as many as 29 in the second half in an 82-71 loss to the upstart Bulldogs.
P.J. Hairston scored a team-high 15 points while Reggie Bullock and Marcus Paige added 13 each.
"We just didn't show up ready to play," said James Michael McAdoo, who came in averaging 18.3 points but finished with only 10.
North Carolina missed its first three shots and never led. It had reached the championship game in each of its five previous appearances in the tournament.
"We just dug too big a hole against a very, very good team," said coach Roy Williams, whose team was outrebounded 39-29 and had a 17-game win streak against unranked opponents end. "In the first half, they really kicked us. In the second half, we're trying to make comebacks, but they were making shots."
The Tar Heels used a 40-17 run over the course of nearly 11 minutes to pull within six late, but it wasn't enough to avoid another upset in an in-season tournament. They were ranked No. 1 when they lost 90-80 to unranked UNLV in last season's Las Vegas Invitational on Nov. 26.
"I'm dumb enough to think we're going to win the game (during the run)," Williams said.
North Carolina seemingly should have an easier time against Chaminade, which has already posted an upset of its own this week.
The tiny Division II school stunned Texas 86-73 in the first round behind a game-high 32 points from DeAndre Haskins for only its seventh victory - fourth in the first round - in the history of the tournament.
The Silverswords (3-2), though, couldn't pull off another shocker in the semifinals Tuesday, falling to Illinois 84-61. Haskins came off the bench and scored a game-high 19 points while shooting 7 of 16 from the field.
Chaminade actually shot better versus Illinois (37.1 percent) than against Texas (36.8), but it hit 34 of 39 free throws in its win over the Longhorns compared to going 6 of 12 against the Illini.
"We just came across a very good team. They know how to play defense, too," coach Eric Bovaird said. "We had a harder time than we ever had getting into the paint and creating."
If Chaminade is able to pull off another stunner against North Carolina, it surely would mark its biggest victory since it defeated No. 1 Virginia 77-72 in 1982 - often referred to as the biggest upset in college basketball history. The Silverswords, celebrating the 30th anniversary of that landmark win, have never won two games in the same tournament.
The Tar Heels beat the Silverswords 115-70 on Nov. 24, 2008, in the only meeting between the teams.