LOUISVILLE, Ky. (WDRB) -- That didn't go according to plan. Two years ago, noting that the University of Kentucky "takes over" whatever city its basketball team visits for a game, John Calipari hatched a grand vision.

The Wildcats would play in the biggest venue, on national television. They'd get ready for the Final Four-dome type setting, and their fans would flock down. That was the idea.

Instead, he got what happened last night. Snow socked in the Dallas-Fort Worth Metroplex. Fewer than 13,000 showed up in the cavernous AT&T Stadium, home of the Dallas Cowboys with a capacity of 105,000. And No. 20-ranked Baylor's length, athleticism and experience were more than capable of dealing with Calipari's basketball team, as the No. 3-ranked Wildcats struggled late to fall 67-62.

The loss doesn't necessarily hurt his talented team. Every loss is a lesson this early in the season. But Calipari was irked at the way his team lost. He was brief with reporters afterward, getting up and leaving his post-game news conference after the first question for a player. And he was very brief in his radio comments with Tom Leach after the game in his IMG Sports Radio program.

You can sum up the loss in this stat: The Wildcats grabbed only 10 second-half rebounds. Ten. For one of the top rebounding teams in the country. When presented with an opponent its own size, really for the first time this season, UK backed down physically, and that bothered Calipari more than anything.

"They outhustled us. They outworked us. They deserved to win," Calipari told reporters. ". . . I would hope they'd have more fight to win the game. They didn't. Baylor had way more fight than we had."

The arena was so empty that you could hear Calipari plainly during parts of the ESPN telecast that didn't begin until 11:15 after the UK women needed four overtimes to win their own game against a top 10 opponent.

And the Wildcats got off to a late start in the late-starting game, falling behind by nine points. Early in the second half, however, they appeared to be on their way to taking control of the game. They took their own nine-point lead. Then Baylor took control of the glass, and UK could not score.

Baylor big man Rico Gathers had seven second-half rebounds of his own and spearheaded an effort that outrebounded Kentucky 41-25, including 23-10 in the second half. Baylor outscored Kentucky in the paint 38-26, and 14-6 on second-chance points.

But Gathers said it wasn't primarily a physical beating. He told The Dallas Morning News that "it's all about thinking" and said that the Bears "basically out-thought them."

After a dunk by Julius Randle, making a Texas homecoming along with UK freshmen Aaron and Andrew Harrison, put UK up nine with 13:08 to play in the game, the Wildcats would not score another point in the paint, and in fact had only two more field goals in the entire game -- both three-pointers by James Young.

The good news for Kentucky? It won't face too many teams with Baylor's size and athleticism.

But the bad news for Calipari is that none of this went according to plan. His team played poorly in the second half, the sight of playing in such a clearly oversized venue didn't have the national pop that he'd promoted, and with his team struggling he'll bring them home to play a good Boise State team in Rupp Arena Tuesday before another marquee Saturday matchup against a long and athletic North Carolina team that just beat the No. 1 team in the nation, Michigan State, on its home court.

Calipari said he played guys for too many minutes. Randle and Young logged 38 minutes each, and the UK bench was outscored 14-2. The Wildcats made 8 of 17 three-point goals, but managed only 13 two-point field goals. A team that leads the nation in free-throws attempted went just 12 of 23 from the line.

At the same time, the tough stretch through which Calipari is putting his team could prove valuable. Not many teams are subjecting themselves to the kind of tests away from home that Calipari is asking his team to manage, and that could benefit his team greatly -- if it will learn the lessons and improve.

"Either we're going to start fighting," Calipari said, "or we'll keep losing."

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