The result was ultimately an 86-78 loss for Tennessee (27-8) and the end to a season that was more successful than could have been imagined a year ago when Pat Summitt retired and five seniors departed.
The Lady Vols outscored the Cardinals in the second half, 52-45 but couldn't overcome a 41-26 first-half deficit that saw the Lady Vols give up 24 rebounds, including 10 on the offensive end.
Summitt had written in her recent memoir about what can happen to a team in a regional final when anxiety overtakes the body, and it happened to the Lady Vols.
They spoke after the game of being tired after an initial sprint down the court - Summitt addressed that very symptom in her book - and Louisville (28-8) seized the opportunity by beating the Lady Vols down the floor for uncontested layups.
Spani and Williams led the Lady Vols with 20 and 12 points, respectively - it was a career-high in the NCAA tourney for Spani and the third-straight game for Williams in double figures - but it wasn't enough to send the seniors to their first Final Four.
"Obviously disappointed for us, congratulations to Louisville," Warlick said. "But I want to talk about these two young ladies. These are our two seniors. ... They put their heart and soul in the whole year."
Spani and Williams were both selected for the All-Tournament Team in the Oklahoma City Regional and sparked the comeback that had the Lady Vols within three points, 68-65, with 4:28 to play.
"We couldn't finish it," sophomore Cierra Burdick said. "I wish there was more time on the clock. There wasn't and we continued to fight, so I commend our effort, but it just wasn't enough."
Spani dropped to the floor when the horn sounded and sobbed, her body shaking in despair. Williams and Burdick lifted the senior off the court and helped her to the sideline.
As Spani left the locker room to walk the hallway to the post-game press conference, she stopped, faced the wall, buried her head and sobbed before being able to turn and accompany Williams.
Williams was red-eyed later in the locker room but said she was trying to stay strong for Spani, and she cast glances at her fellow senior as she tried to get through media interviews.
"We made it this far," Williams said. "Believed in each other. Our coaching staff believed in us. And we just stuck together. It was a family. And we just bonded, and I love that about my teammates and our coaching staff.
"And like I told them in the locker room, I'll take this team over the past three teams I've been on, because I've never seen so much fight in a group of girls."
That fight arrived in the second half as Tennessee outscored Louisville, knotted the boards at 38 for the game despite a 24-14 deficit on the glass in the first 20 minutes, and cut the turnovers to just six for a total of 15 for the game.
Spani, who shot 7-14, had a clean look at a three that would have tied the game late at that 4:28 mark, but it missed, and Louisville extended the lead to five points on the next possession.
"It's a good shot. It's a good look. And it didn't go," Warlick said. "And then we fouled and then they were up by five, and so we just we needed to make that three to get the momentum, and it just didn't go down."
Spani shot 50 percent from the field and scored in an assortment of ways - drive, midrange, behind the arc and from the line. Williams also shot 50 percent from the field at 6-12, and each senior grabbed four boards. Williams also had four of Tennessee's 10 steals.
The frontline players of Bashaara Graves, Isabelle Harrison, Cierra Burdick and Jasmine Jones combined to shoot 12-20 and collectively grabbed 22 of Tennessee's 38 rebounds.
Ariel Massengale and Meighan Simmons struggled from the field - Massengale was 0-3, Simmons was 4-16. Massengale did tally three of Tennessee's 10 assists and two of its 10 thefts. Simmons had four of Tennessee's 15 turnovers and said she played the game without enough confidence in her shot, but she caught fire late in the game and drained four long balls to keep the Lady Vols within striking distance.
It was a game the two guards will likely want to forget, but both gamely handled media interviews. Simmons said she accepted responsibility for her mistakes, and Massengale said part of her off-season regimen will include mental work, especially managing late game situations better.
Assistant coach Dean Lockwood said it would take the staff considerable time to get past the loss, because an opportunity to reach a Final Four was so tantalizingly close, especially after Louisville took out Baylor in the Sweet 16.
Of course the fact that the Cardinals eliminated a seemingly unbeatable team this postseason - Baylor's lone loss was early and Odyssey Sims missed nearly the entire game with an injury - meant Louisville was riding a surge of momentum and confidence.
"They had just a heck of a tournament," Warlick said. "You've gotta do something right if you knock off Baylor, because Baylor's an unbelievable team. And so to knock them off and then to come in here and play the way they did, they had a great tournament."
Spani knew the expectation was to get Tennessee to a Final Four.
"I think any Tennessee team, when you don't make a Final Four that's the great thing and the amazing thing about this program is no matter what the transition was, no matter what it looked like, no matter what excuse you might put out, if you're a young team or not, the bar is the Final Four," Spani said.
"And I think that's what makes this program special. So to come short of that is disappointing."
Tennessee was expected to win this game - and Spani said the team was focused and ready before the game - but perhaps that burden weighed on the players in the first half and especially for a team that had overachieved throughout the season. The Lady Vols, despite winning the SEC regular season, had flown under the radar of national expectations but were suddenly thrust into the role of favorite in Oklahoma City. It was a target a young team hadn't particularly felt in postseason.
Louisville coach Jeff Walz kept his players loose by telling them nobody expected them to win.
"So I told our players, we've got nothing to lose at all," Walz said. "So who cares? I made the comment we're going to play street ball. And I know it got misconstrued by Kim (Mulkey). But what we were calling street ball is just we weren't running much offense.
"We were just coming down the floor. We were going to drive and kick and shoot threes and have fun. … That's kind of what we did today, too. Tennessee is very good. They're long, they're athletic, they're big. We couldn't get into a lot of offensive sets.
"So, I just kept telling our kids go out there and play, have fun. … I kept telling them we're playing with house money. If we win, hey, it's one more to chalk up. If we lose, everybody's going to say, I told you so. So, who cares?
"And that's how they approached it."
Shoni Schimmel led Louisville with 24 points and connected on 4-10 shots from the arc while playing 40 minutes. Sister Jude Schimmel added 15 points, while Bria Smith notched 13, Monique Reid had 12, and Sara Hammond chipped in with 11 points.
Tennessee also had five players in double figures led by Spani's 20. Williams and Simmons had 12 each, and Graves and Harrison added 11 apiece.
Louisville opened the game in a zone and the Lady Vols started 0-7 from the arc. The misfires on offense could have been weathered had Tennessee been able to slow down the Cardinals and get on the glass.
"Well, you gotta get stops and rebounding," Warlick said. "We didn't do those, especially the first half. And can't give up 10 offensive rebounds the first half and we just dug ourselves in a hole. So we started battling a little too late."
Louisville had 10 second-chance points in the first half to two for Tennessee, a stat that resulted from the Lady Vols not boxing out, according to Graves.
Tennessee flipped that in the second half with 13 second-chance points to two for Louisville, and the Lady Vols out-rebounded the Cardinals, 24-14, after the break and finished with 15 offensive boards - 13 in the second half - to 14 for Louisville.
"We needed to box out everybody from the one to the five," Harrison said. "We just didn't do it. We didn't follow the game plan, and we let it slip away.
"That first half really did kill us, so that was the difference in the game."
Warlick had beseeched her team all season to box out and defend - she knows if either is missing in postseason, especially at a regional, a team's chances of winning are lessened considerably. And the Lady Vols had done so for the first three games of the NCAA tourney. They faltered for 20 minutes, and it cost them a Final Four slot.
"I think you realize everything you've worked on and worked for is at stake and it finally got into our heads, and we realized that we need to step it up," Harrison said.
"The scoreboard definitely affected us; we couldn't put it together."
Warlick didn't emphasize that afterwards. Instead, she saluted the seniors and thanked Spani and Williams.
"I just want to say on behalf of staff and the Lady Vol program, we're extremely proud of both of you and appreciate all you've done," Warlick said in her opening remarks in the post-game press conference.
She also told the players in the locker room that she was proud of them. It was a departure from Summitt after a loss - she was still fire and brimstone - but Warlick has charted her own course with this team, and she signed a heralded freshman class with Andraya Carter joining it as a redshirt after missing this season because of shoulder surgery.
"She was proud of us," Burdick said. "Not many expected us to get this far, and you know it wasn't what we wanted, we continued to fight.
"We didn't give up."
The transcript of Tennessee's press conference on Monday can be read by CLICKING HERE.
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