BIRMINGHAM, Ala. -- Jerod Haase didn't look like a guy celebrating his biggest win as a head coach.
That's because it came at the expense of his mentor, Roy Williams.
Haase's UAB Blazers held off Williams and No. 16 North Carolina for a 63-59 victory on Sunday. Chad Frazier scored 25 points and the Blazers (6-2) made three free throws over the final 6.6 seconds to preserve the upset for their first win over a ranked team in four years.
"This is the definition of bittersweet," said Haase, who played and coached under Williams. "It's a big win for us. I was proud of our guys, but for coach Williams to come here and bring North Carolina, that's pretty special.
"I hated having to go shake his hand, but it's a special deal," Haase added.
It didn't come easily.
Jordan Swing hit two free throws and Robert Williams made 1 of 2 to help the Blazers hold on after losing most of a 14-point second half lead.
Marcus Paige missed two contested 3-pointers in one late possession and the Tar Heels (4-2) fouled Swing, who gave the Blazers a 62-57 lead.
Brice Johnson drove for a quick basket but Williams effectively put the game away when he made the second of two free throw attempts.
The Tar Heels were coming off a win over No. 9 Louisville to end the defending champions' 21-game winning streak, but Roy Williams couldn't beat his protege this time
Haase played for Williams at Kansas and spent 13 years on his staff for his alma mater and the Tar Heels. His old boss called him "one of the Top-5 competitors I've ever coached."
"Jerod Haase is one of the nicest young men I've ever known in my life and he's one of the best competitors I've ever known in my life," Roy Williams said. "He had his team competing a heck of a lot harder today than I got my team competing."
It was UAB's first win over a ranked team since beating No. 20 Butler in 2009, and it came against one of college basketball's most storied programs.
J.P. Tokoto led North Carolina with a career-high 16 points on 7-of-11 shooting. Paige had 13 points but made just 6 of 16 shots and missed all six 3-point attempts after scoring a career-high 32 against Louisville.
Nobody else picked up the slack in perimeter shooting for the Tar Heels, who made 1 of 12 attempts from beyond the arc.
The Blazers, who lead the nation in total rebounds, dominated the boards 52-37 to overcome shooting troubles. They made just 19 of 62 shots (30.6 percent) but collected 21 offensive rebounds.
"I just felt like they seemed to get every loose ball and so many second-shot opportunities," Roy Williams said. "They shot 30.6 percent and still won the game because of the rebounding battle. To me, it's the most important factor in the game of basketball."
Frazier, a Charlotte native, made 12 of 14 free throws and hit three 3-pointers in five attempts for UAB.
"Everybody from back home is texting me right now," he said, sporting a Charlotte Bobcats T-shirt. "It feels good to get the win. I always dreamed about playing Carolina."
Rod Rucker added 11 points while Fahro Alihodzic had 13 rebounds and eight points.
UAB also made 22 of 28 from the line.
UAB led 39-25 early in the second half before a long field goal drought helped North Carolina come back.
"We knew they were going to come back," Haase said. "I told the guys at halftime that I'd been in that locker room too many times. I knew they were going to come out fighting and scrapping and clawing, and our guys did the same thing."
Alihodzic snapped a 7:24 stretch without a made shot for UAB when he banked one in for a 54-48 edge with 3:27 left.
North Carolina had chances late but couldn't convert.
Paige scored on a drive, was fouled and hit the free throw to cut UAB's lead to 58-57 with 41 seconds to play.
Five seconds later, Frazier answered with two foul shots and North Carolina called time out.
Paige got a second chance after missing a 3-pointer from the top of the key but came up well short launching another attempt over Robert Williams and Alihodzic.
The Blazers put it away on the line.
"We knew they were going to Paige," Robert Williams said. "I told [Alihodzic] I'm going to hold him and if I need help, help me. They had my back on that play. That's how we sealed the deal."