LEXINGTON, Ky. -- Grayson Flittner scored 22 points, Thomas Sanders had 21 points and 10 rebounds, and Gardner-Webb upset 20th-ranked Kentucky 84-68 at the 2K Sports College Hoops Classic.

The Runnin' Bulldogs, who went 9-21 last season out of the Atlantic Sun Conference, shocked the Wildcats and their new coach at the start of the game with a 14-0 run.

Gardner-Webb (2-0), which beat Alabama A&M 69-55 on Tuesday, advanced to the semifinals of the tournament and will face either Connecticut or Buffalo next Thursday at New York's Madison Square Garden.

"It was just a total team effort," Flittner said. "We knew Kentucky had a great tradition, and we know this is going to put us on the map. It's something I'm going to tell my grandkids about years from now. I'll never forget this. We'll enjoy this one, but now it's time to get back at it and get ready for New York."

Aaron Linn tallied 15 points and Nate Blank had 12 for Gardner-Webb, which shot 53.1 percent from the field, compared to 35.5 percent for Kentucky.

"Going into the game, we said we could win this game," Sanders said. "I thought if we could stick together and play smart, we would have a chance to win. After we got off to that early lead, we just never gave in and looked back."

Ramel Bradley scored 24 points, making all 14 of his free throws, but went 4-of-11 from the field for the Wildcats (1-1), who beat Central Arkansas 67-40 the previous night.

Alex Legion tallied 13 points and Patrick Patterson had 12 points and 12 rebounds for Kentucky, which struggled by going 11-of-34 from the floor in the final 20 minutes after falling behind 38-27 at the half.

In the first meeting between the schools on the hardcourt, the Runnin' Bulldogs surprised Wildcats' new coach Billy Gillispie and his team. Flittner hit two threes during the game-opening run, including the one that made it 14-0 just 4:05 into the contest for the school from Boiling Springs, N.C.

"When they catch the ball, they square up strong like you're supposed to and they finished in the lane," Gillispie said. "The things about our offense that have been bad weren't any better tonight. We got into a 14-point deficit. I think they got a ton of momentum early and they got a ton of confidence early."

A basket by Jodie Meeks had the Wildcats within 17-8, but Gardner-Webb ran off a 9-2 spurt with Flittner culminating the burst with a layup.

Kentucky could only get as close as seven late in the first half and Sanders' three-point play started the second half. Flittner's layup moved the lead to 49-31 with 15:07 left, leaving the Rupp Arena crowd mostly silent with a smattering of boos.

Bradley's layup had Kentucky within 55-46 with 9:10 left, but the Wildcats never got closer than eight the rest of the way. Bradley's two free throws made it 58-50 with under eight minutes to go, but a Linn three capped a 9-1 spurt.

"We learned a lot of lessons tonight," Bradley said. "We watched them move the ball well, help on defense, run the floor and go hard. These are all lessons we needed to learn. This is a wake-up call for us. Just because our jersey says Kentucky across the front doesn't make it an automatic win for us. We have to play with more pride. This is a blessing in disguise."