BIRMINGHAM, Ala. - Mike Green's smile kept growing in direct proportion to the deficit Butler was facing against Tennessee. The tough point guard from Philadelphia knew what was coming. So, probably, did Tennessee coach Bruce Pearl.

Three years ago, Pearl was coaching in the Horizon League. He took his underdog UW Milwaukee team to the Sweet 16 and parlayed that into a job in Knoxville. Yesterday afternoon, at BJCC Arena, Pearl was on the other side. He had something to lose.

Butler trailed 13-2, 18-6 and 21-8. First-year Bulldogs coach Brad Stevens, who needed one more win to match his age, just smiled along with his point guard.

In the first NCAA Tournament second-round matchup of 30-win teams, Butler was not giving up. The Bulldogs spent the entire game coming from behind and did not catch up until 2 1/2 minutes were left in regulation. The teams careened into overtime and Butler got its first lead with less than 2 minutes remaining. It led for just 22 seconds. No. 2 seed Tennessee had more for the finish, scoring eight of the game's final 11 points and surviving an overtime classic, 76-71.

Green, a senior from Franklin Learning Center and the Horizon Player of the Year, started at Towson, played for 2 seasons, transferred and spent his final two seasons at Butler, where his team won 59 games and gave twice-national champion Florida its toughest game in the Sweet 16 of the 2007 NCAA.

Friday afternoon, as he watched Butler crush South Alabama in the first round, Pearl called the Bulldogs a "matchup nightmare" for his team. Last season, in the semifinals of the preseason NIT, Butler had beaten Tennessee, 56-44. Pearl definitely knew.

Tennessee (31-4) and No. 7 seed Butler (30-4) both reached school records for wins. Tennessee gets to play on, facing Louisville in an East Regional semifinal Thursday night in Charlotte.

"What more can you say about Butler and the way those kids played, how they honor the game with the way they play,'' Pearl said.

Tennessee had the better players. Butler had as much heart.

Pearl knew better than most what Butler was all about. He never relaxed when his team took double-digit leads in each half.

"[Thirty wins] is usually a regional final number,'' Pearl said. This game was played like a regional final.

Butler closed to 35-34 just before halftime and then fell behind by 10 again early in the second half. The Bulldogs finally got a lead in OT when Green (15 points, seven rebounds, five assists, six turnovers) hit a tying three and fellow senior A J. Graves (21 points) knocked in a jumper.

The Vols scored the next six and Butler had to foul. Green fouled out with 13.6 seconds left. He sat on the floor for a second and then proudly got up and walked to his team's bench for the final time.

"If I could take all these guys to wherever it is I'm going, I would," Green said.

Green and Graves combined to shoot just 10-for-35, but the effort was unquestioned. There was never a hint of panic against the bigger, more athletic Vols. They played right to the finish.

Sometimes, shots just don't go in. Was it the height and athleticism of Tennessee that affected the shots?

"Sure, it happened a couple of times," said Green. "The other times, it was just me and the rim and I failed to finish."

He may not have finished all his shots. But he did finish a spectacular two-season run at a school that plays basketball like they want it played in Indiana.

"I wouldn't want to play with anybody else in the nation," said Green. "These are my guys. I've never been on a team quite like it. Now I'm just waiting around to see where basketball takes me."

Butler missed a bunch of open shots and the Vols, playing halfcourt defense as well as they have all season, hurried others. Butler shot just 36.1 percent, but forced 20 Tennessee turnovers. The Bulldogs gave themselves every chance. The Vols were just a touch better.

"Those were shots I usually make, shots most of the people on our team usually make," Green said.

Green knows Philly hoops. Now, he has lived Indiana hoops.

"Indiana takes their basketball seriously," Green said. "We take it seriously in the city, but they take it serious statewide. They play in big gyms. I played in a church. In Philly, we got that kind of swagger. We don't think there is anybody else tough out there, but these guys bring their own toughness."

And nobody brought any more toughness than Mike Green, the kid from Philly who ended up in Indiana at the school that plays its home games at Hinkle Fieldhouse, where they filmed the climactic scenes in "Hoosiers." *