BOILING SPRINGS, N.C. (AP) -The students filed into Gardner-Webb's tiny arena wearing red shirts, some with their faces painted, many carrying signs.

Maybe they were skipping class on Thursday afternoon. But many of their instructors were among the hundreds there for the pep rally, too. They were all celebrating the school's signature moment - its upset of No. 20 Kentucky at Rupp Arena a night earlier.

``UKan't run with the Dawgs!'' read one sign. Another student carried a blue Kentucky banner, only ``Who?'' was spray-painted over it in giant red letters.

As the players milled around next to the cheerleaders and the band, coach Rick Scruggs was trying to talk over the cheers despite his hoarse voice. He had dark circles under his eyes, alternating between a wide smile and a look of bewilderment.

``The enormity of it, it's still hitting me now,'' Scruggs said. ``You always think about playing in Rupp, at North Carolina and those people.''

Only this private Baptist school of 4,000 students won, beating the winningest program in Division I college basketball history - by 16 on its home floor - in the second round of the 2K Sports College Hoops Classic. And the party showed no signs of letting up Thursday afternoon in this sleepy town 50 miles west of Charlotte.

``It's been fun,'' former walk-on and leading scorer Grayson Flittner said. ``It's neat to see a little buzz around Boiling Springs, N.C., for once.''

The western part of North Carolina has become the king of the little guy. Two months ago, Appalachian State, two hours away in Boone, stunned then-No. 5 Michigan, the winningest program in Division I college football history. But at least the Mountaineers were powers of the lower-tier of Division I.

Gardner-Webb was 9-21 last season playing in the low-major Atlantic Sun Conference. They lost by 53 at North Carolina, by 48 to Wisconsin.

All that changed Wednesday night. The Bulldogs jumped out to a 14-0 lead, led by 11 at halftime and withstood a brief Kentucky run by shooting 53 percent in the 84-68 win.

Flittner, a sophomore who earned a scholarship after his freshman year, scored a career-high 22 points. Not bad for a kid who grew up in Sharpsville, Ind., glued to the Hoosiers-Wildcats rivalry.

``That's beyond my wildest dreams to go to Rupp,'' Flittner said. ``To just play there is one thing, but to get a W by 16, that's a whole nother thing.''

Flittner and Thomas Sanders, who had 21 points and 10 rebounds, walked into the school cafeteria for lunch Thursday and were greeted with a standing ovation.

And the ride isn't ending for the Bulldogs. They'll play in the semifinals of the tournament next week against either Connecticut or Buffalo in New York.

``If you had told me we'd be playing at Rupp Arena and Madison Square Garden in back to back weeks, I never would have believed it,'' Scruggs said.

Scruggs' roster includes three players from Australia and two more from Africa. And if any of the foreign players were unsure of the significance of winning at Rupp Arena - where Kentucky had been 401-50 all-time - the game was being replayed on a giant screen in the school's arena late Thursday afternoon.

The players stayed and watched, even though they had gotten little sleep from an overnight bus ride back from Kentucky.

``That bus ride lasted seven hours. I wouldn't have cared if it lasted 10,'' Scruggs said. ``It was just a great night. It was a tremendous opportunity for us and we took advantage of it.''

Gardner-Webb (2-0) will host its first home game on Tuesday night against North Greenville, with that tip set for 8 pm ET in Paul Porter Arena.