MEMPHIS, Tenn. _ They chased and chased, until there was no point in running anymore.
As the final seconds ticked off the clock, Lonzo Ball walked to the far corner of the court and bent over, gripping his shorts. Bryce Alford hugged his older brother Kory, his college career over.
The team that had trampled others for nearly four months got overrun at the worst possible time, UCLA's defense picked apart in the second half by the same Kentucky players it had vanquished earlier this season.
The third-seeded Bruins were no match for the second-seeded Wildcats on Friday night at FedEx Forum, an 86-75 defeat in an NCAA tournament South Regional semifinal serving as an unhappy ending to a mostly joyous season.
"It was just a hell of a ride and it sucks to come to an end like this," UCLA center Thomas Welsh said after having to watch the final 5 minutes 58 seconds from the bench after fouling out.
Now the Wildcats move on while Ball and possibly a handful of his teammates may play their next games in the NBA. Kentucky (32-5) will play top-seeded North Carolina on Sunday in the regional final after the Tar Heels defeated Butler in the other regional semifinal.
Kentucky's De'Aaron Fox scored 39 points on 13-for-20 shooting and Malik Monk added 21 points, more than offsetting UCLA freshmen TJ Leaf (17 points) and Ball (10).
"Very difficult guarding them two," said Ball, who appeared to be dragging around one of his legs in the final minutes. "The pick and roll with Fox is a tough cover and when Malik gets hot, he's hard to guard too."
UCLA (31-5) shot 63.0 percent in the second half only to watch its halftime deficit grow from three points into double digits. The reason was Kentucky's glut of easy baskets and the Bruins' surplus of turnovers. Even one of the Wildcats' misses didn't go UCLA's way when Monk missed a deep three-pointer only for the ball to deflect out of Alford's hands out of bounds.
UCLA finished the game with 13 turnovers, more closely resembled the sloppy team that had 18 turnovers in the first meeting between these teams this season than the one that combined for only nine in the first two rounds of the NCAA tournament.
Welsh sat for a long stretch midway through the second half after picking up his fourth foul and then collected his fifth shortly thereafter. He finished with nine points and seven rebounds in only 18 minutes.
UCLA's Isaac Hamilton scored 17 points and Alford had 13 but the Bruins didn't receive their usual balance, only four players scoring in double figures on a team that averages six players reaching that threshold.
"It's just a missed opportunity," said UCLA guard Aaron Holiday, who had five points, four assists and three turnovers, "because we're such a great team and we work so well together."
Lakers executive Magic Johnson was at the game to scout the slew of potential lottery picks, seated three rows in front of UCLA Athletic Director Dan Guerrero. North Carolina Coach Roy Williams settled into a seat in front of Johnson during the first half.
The discrepancy in fan support was evident from the moment Alford jogged onto the court ahead of his teammates, the Bruins greeted by some cheers as Alford rose his arm to call for a ball. Moments later, the Wildcats appeared and the roars of the Kentucky fans filled the arena.
It was a season of mostly highs that ended on a down note for UCLA, the Bruins finishing four wins short of Ball's stated goal of a national championship. There was also a third-place finish in the Pac-12 Conference and a semifinal loss in the conference tournament, which might be considered unfulfilled potential for such a talented group of players.
"Obviously, it didn't end how we wanted," said Leaf, who scored only four points after halftime. "We wanted it to end cutting down the nets and that didn't happen."
Bruins Coach Steve Alford also fell to 0-4 in regional semifinal games, including three losses with UCLA.
Now the Bruins must ponder a future that could include a complete transformation among their roster and coaching staff. Alford could be headed to Indiana to fill the Hoosiers' coaching vacancy and Ball confirmed he had played his final game as a Bruin.
Leaf could also leap to the NBA after one college season because he's widely projected as a possible lottery selection. Welsh, Holiday and Ike Anigbogu also have decisions to make about whether they will return next season or make themselves available for the NBA draft. Leaf, Welsh and Holiday said they had not made up their minds.
"I still have to go talk to my family about it," Leaf said. "I know I love this place with everything in me."
The Bruins expect to bring in a six-man recruiting class ranked among the nation's best that will include McDonald's All-Americans Kris Wilkes and Jaylen Hands, not to mention Ball's younger brother LiAngelo. The influx of talent could largely offset even widespread departures, but it will be difficult to replicate the joyous, high-scoring style of the team that just played its last game.