ORLANDO, Fla. » Now everyone knows why Louisville coach Rick Pitino wanted nothing to do with Manhattan.

Luke Hancock hit two huge 3-pointers in the final 1:19 to help Louisville finally shake free from tenacious Manhattan, 71-64 in the NCAA tournament Thursday night.

The defending national champions were down 58-55 with less than 4 minutes remaining — getting outplayed for most of the second half — before coming alive from behind the arc.

Silky smooth guard Russ Smith, who finished with 18 points, got things going with a game-tying 3 from the wing. Hancock delivered the knockout blows. He stole an inbound pass, got fouled and made both free throws. He hit the first of two daggers with a little more than a minute left and then sank a wide-open look from behind the arc with 28 second remaining.

Those shots propelled fourth-seeded Louisville (30-5) into the round of 32, where it will face fifth-seeded Saint Louis on Saturday in the Midwest Region.

"We needed a couple bounces to go our way," Hancock said. "Nobody wants to go home on the first day. We’re trying to build a legacy. This is a first step."

Louisville is trying to become the first since Florida in 2007 to win back-to-back titles.

While many questioned why the Cardinals were given a 4 seed, Pitino criticized the selection committee for pitting his team against 13th-seeded Manhattan, which is coached by Pitino’s former assistant, Steve Masiello.

"That’s why I didn’t want to play them, because I’m sick inside losing to one of my players," Pitino said.

Masiello was equally disappointed in the draw and the outcome.

"It’s emotional. It’s emotional," he said. "You look down, and the guy who kind of made you who you are is your enemy for 40 minutes. So it’s tough. You know, it’s an honor to be on the other sideline, but it’s about the kids. It’s not about me. My kids played. Their kids played. I think it was two very good basketball teams.(backslash)

"But it’s tough. It hurts. You know, if I’m going to lose to anyone, I guess lose to him."

Masiello served as Pitino’s ball boy with the NBA’s New York Knicks in the 1980s, played for him at Kentucky (1996-1997) and then spent another six years coaching alongside him at Louisville (2005-11). They know each other inside and out, with Masiello molding Manhattan to mirror the Cardinals.

And it showed.

The Jaspers (25-8) attacked Louisville’s weaknesses and gave the Cards fits on the defensive end. Masiello was at times calling out Louisville’s plays.

"That’s one of the best coaching jobs that I have seen in my 39 years," Pitino said. "He just made us have to guard on the perimeter with four guards."

The lead changed hands a few times in the second half, but when Manhattan went ahead 58-55 on Rhamel Brown’s layup, it looked like Louisville would be the highest seed to lose on the tournament’s first full day.

Making matters worse for the Cards, Smith and big man Montrezl Harrell picked up their fourth fouls in the final minutes.

So anything could have happened from there.

Smith and Hancock took over, though, and ensured Louisville would stick around at least another game.

"We could have folded and we didn’t," Pitino said. "I think we’ll take a big step forward from here."

Harrell finished with 12 points and 13 rebounds for the Cards. Chris Jones chipped in 11 points.

Ashton Pankey led Manhattan with 16 points. Emmy Andujar added 13 points, and Michael Alvarado chipped in 10.

"This loss definitely hurts," said Jaspers leading scorer George Beamon, who finished with seven points. "At least we lost to a great Louisville team. … Those guys brought it, but it definitely hurts. Definitely don’t want to feel this ever again, and we want to get our younger guys ready so they won’t have to feel like this again."

Louisville didn’t shoot particularly well, but made 27 of 35 free throws. A 42-31 rebounding advantage was big, too.

But the Jaspers never gave an inch, even though they were outsized at every position.

Louisville led by as many as eight in the first half, but Manhattan wouldn’t go away.

The Jaspers came out of the locker room and made a flurry of shots, taking the ball repeatedly to the rim and then tying the game at 35 on Beamon’s jumper with 17:25 remaining. They took their first lead a few seconds later on Andujar’s up-and-under drive around Harrell.

Louisville went right back in front but never could get any breathing room.

And without those huge shots from Smith and Hancock, the Cards might be headed home.

"I thought we played well for about 39, 38 minutes," Masiello said. "That’s what happens when you play great teams. You give them that one opportunity, they make you pay. That’s why this team is a defending national champion and top five in the country."