For Louisville freshman Jerry Smith it was a dream scenario. Born and raised in Wauwatosa, Wisc. just miles away from Marquette's campus, Smith launched a game-winning three-pointer with 0.2 seconds left to give the Cardinals a 61-59 upset win over the No. 12 Golden Eagles.

His third three of the game, Smith's shot from well beyond the top of the key hit the bottom of the net as the buzzer sounded, sending the Louisville bench into wild celebration.

Louisville came back from as many as seven points down late in the second half for their second victory over a top 15-ranked opponent this week.

The Cardinals' upset bid was almost sunk before it ever got started. Starting center David Padgett was whistled for a pair of fouls in the first three possessions, prompting Louisville coach Rick Pitino to send Derrick Caracter to the scorer's table to replace the 6-foot-11 star.

But before Caracter could get into the game, Marquette's Dominic James drove to the basket, drawing Padgett's third foul just 1:57 into the game. Caracter, who has played sparingly this season after serving three separate suspensions, was solid as Padgett's replacement.

Caracter scored 10 of Louisville's next 18 points and could have had five more if he hadn't missed most of his free throws. In addition to Caracter's double-digit first half, the Cards also got six points off the bench from freshman forward Earl Clark.

Williams drove into the paint and threw a quick pass to Clark for an easy lay-up with nine seconds to go before the half. After calling a timeout to draw up a play, Marquette's David Cubillan nailed a long three-pointer just before the buzzer to cut the Cards lead to 29-28.

Back on the court to start the second half, Padgett quickly drew a foul on Ousmane Barro and nailed a pair of free throws. Marquette took a 32-31 lead on a layup by Lazar Hayward, the Golden Eagles' first lead since the 15 minute mark of the first half.

UofL quickly regained the lead on a loose-ball layup by Padgett. The Cards took a 35-32 on a baby-hook in the post by Padgett, but the Cards' center picked up his fourth foul on a block. Padgett was forced to sit with just over 16:30 remaining.

Marquette's Hayward hit a pair of free throws to cut the lead to one point. Caracter, Padgett's replacement, quickly continued the Cards' scoring flourish with a short jumper to give UofL a 37-34 lead. But on the next play, Caracter was whistled for his third foul.

Louisville was ahead 37-36 with just over 14 minutes to go when Caracter picked up his fourth foul on a rebounding infraction. The Cards got a steal and a dunk by Edgar Sosa, but Marquette cut the lead to 39-38 on a steal and run-out by Jerel McNeal.

A three by Dan Fitzgerald put Marquette ahead 41-39 with just over 10 minutes left. Caracter responded with a postmove as the shot-clock expired to tie the score at 41.

Marquette took a 44-41 lead on a three by McNeal, but UofL cut the lead to one on a pair of free throws by Sosa. MU took a 47-43 lead on a three by Fitzgerald. After a short jumper by Juan Palacios cut the Golden Eagle lead to two points, McNeal hit a three from the top of the key to take a 50-45 lead.

Sosa hit a three to cut the 50-48, but an old-fashioned three point play put the Golden Eagles up by five. Even worse than the five point margin, the Cards lost Padgett for the final five minutes of the game on the play.

Marquette took a seven-point lead to just over four minutes left, but UofL responded with a layup by Palacios. A jumper by James increased the lead back to seven, 57-50. A three-pointer by UofL freshman Jerry Smith cut the lead back to four.

Down 57-53, Louisville got the ball with just over a minute left and a great chance to cut into the lead, but a three-pointer by Sosa was blocked. McNeal was fouled with 30.1 seconds left, but missed the front end of a one-and-one from the foul line. Louisville grabbed the rebound, and cut the Golden Eagle lead to one point on a three from the corner by Smith.

A foul on Clark put Wes Matthews on the foul line with 20.1 seconds left, but Matthews hit just 1-of-2 free throw attempts.

Now down 58-56, Louisville's Sosa sprinted all the way downcourt, drove to the basket and tied the score on a wide open layup. Marquette couldn't inbound the ball and was forced to call another timeout with 11.5 seconds left.

Smith was called for a bumping foul against Dominic James with 5.5 seconds left, putting the star sophomore on the line. James missed the first free throw, but hit the second, giving Marquette a one point lead.

Louisville inbounded the ball with 5.5 seconds left, Sosa drove down past halfcourt then found Smith open near the top of the key for a three-pointer. Smith elevated and released the game-winning shot with 0.2 seconds on the clock.