The University of North Carolina stunned No. 3 Louisville, downing the Cardinals 66-65 Thursday night.

Louisville led No. 24 UNC for most of the first half, but solid shooting from Deja Kelly and Kennedy Todd-Williams kept Louisville’s lead limited to five at halftime.

Todd-Williams led UNC’s late charge, notching 19 points, including two free throws to clinch the 66-65 win with 16 seconds left on the clock.

The Tar Heels outrebounded Louisville 42-32, helping UNC pull out the last-minute victory down the stretch.

Kelly added to UNC’s tally, recording 18 points, four rebounds and one assist, with Alyssa Ustby adding nine points and nine rebounds.

The win improves the Tar Heels to 20-5 on the season, while Louisville fell to 22-3.