Rotnei Clarke and Kellen Dunham each scored 17 points Tuesday night to lead the unranked Bulldogs to an 82-71 victory against No. 9 UNC in the second round of the Maui Invitational.
Butler jumped out to a 17-point halftime lead and held back several second-half surges from the Tar Heels.
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"It was an entertaining game to be a part of," Butler coach Brad Stevens said. "When you are playing a program like Carolina, you know they are coming. Their run is coming next."
The runs sure came, but UNC was too far behind to make them worth anything.
"We just dug too big a hole against a very, very good team," North Carolina coach Roy Williams said.
The Tar Heels (4-1) missed their first three shots and never led.
One day after beating Marquette at the buzzer, Butler (3-1) held North Carolina to 18 points in the first half -- by far the worst output in a half for the Tar Heels so far this season.
P.J. Hairston led UNC with 15 points. Marcus Paige and Reggie Bullock each scored 13.
Andrew Smith had 13 points for Butler, while Khyle Marshall had 10 points and 11 rebounds.
Butler got out to a 10-2 lead in just over four minutes then built it to 14 points with a 9-0 run capped by a layup from Erik Fromm with 9:36 left in the first half. Minutes later, Fromm grinned and nodded after hitting a 3-pointer from the top of the key that put Butler up 16 with less than four minutes to go in the half.
Meanwhile, Paige and James McAdoo combined for just nine points in the opening 20 minutes as UNC made only a combined eight shots.
"In the first half, they really kicked us," Williams said. "In the second half, we're trying to make comebacks, but they were making shots."
Butler took a 27-point lead roughly seven minutes into the second half. Duhman hit back-to-back 3s less than 19 seconds apart thanks to a steal and nifty assist from Clarke.
But the talented Tar Heels did not go quietly.
Hairston scored 10 straight -- eight points in just over one minute and screaming after every bucket -- to pull Carolina within 17 with 9:39 to go. Chase Stigall responded with back-to-back 3-pointers in the next two minutes.
Carolina pulled within six with less than two minutes left after scoring eight points in just over 40 seconds, including six from Paige.
But Butler hit five free throws in the last 1:01 to nail down the victory.
Butler, on a roll in the Aloha State since losing 62-47 at Xavier one week ago, will play either Illinois or Division II Chaminade in the tournament's title game on Wednesday. UNC will get the loser of that matchup in the third-place game.
Butler -- an unranked squad which dropped from all ballots in the last AP Top 25 tally -- pulled off a victory against Marquette to open the tournament with an improbable, running 3-pointer from Clarke.
Stevens said its second win in Maui taught his team an early-season lesson about getting off to a fast start.
"You know that you have got to play attacking the rest of the game," he said.