“I thought we were handling it, then we got a little fatigued,” MSU head coach Suzy Merchant said. “Things kind of melted down a little bit. … They just did a really good job of being physical. Watching it, I felt that was the most physical team we’ve played to date in the three years I’ve been at Michigan State.”

With the win, Kentucky advances to the Sweet 16 in Kansas City, Mo., where they’ll face the winner of Tuesday’s game between Nebraska and UCLA on Sunday.

The locker room was somber following the game, especially for MSU’s seniors.

Tears rolled down senior center Allyssa DeHaan’s face as she answered questions from the media and senior forward Aisha Jefferson sat in a corner with a towel on her head.

“I’m disappointed,” Jefferson said. “I’m at a loss for words. I just have a lot of respect for my teammates and our program and I just think what it came down to was us being tired. They’re a good team but I don’t think we ever got into a flow. Our legs were shot, it was obvious out there. We were running around like a track meet, but we came into the game with the right attitude and played with the right confidence but things didn’t work out when we got out there. It just felt like everyone was tired.”

The Wildcats forced 18 turnovers, which turned into 22 points. Kentucky had 14 steals on those 18 turnovers.

Kentucky also was more aggressive than MSU, going to the free-throw line 13 more times.

The Spartans didn’t shoot their first free-throw of the second half until nearly the 13 minute mark and when senior center Lauren Aitch stepped to the line, the results of her two attempts — an airball and a front-iron miss — made it unmistakably clear that fatigue was taking its toll on the Spartans.

Kentucky’s drive and will also were evident on the glass. The Wildcats, who were outrebounded by 12 by Liberty on Saturday, pulled away and won that battle 40-37 after MSU led it for much of the game.

“I was so thrilled to see us outrebound that team,” Wildcats head coach Matthew Mitchell said, noting it was a sign of how hard his team was playing.

The Spartans struggled scoring the ball against Kentucky’s pressure, shooting only 34.5 percent, their lowest total since Jan. 17 against Penn State, also 34.5 percent.

“They just outran us up and down the floor,” sophomore forward Lykendra Johnson said.

Merchant said it seemed like two minute stretches felt like eight-minute stretches because of the tempo Kentucky kept. Jefferson said the team ran out of gas at the end.

“Up and down, I’ve never played a team like that,” Jefferson said.

MSU led by as many as five in the first half, but the team lost its composure as the fouls mounted and Kentucky went into halftime up 35-31.

Kentucky again picked up the pace to start the second half and it paid off.

MSU cut the lead to two 37-35 on two straight buckets, but from there, the Wildcats went on a 12-2 run that saw their lead extend to 49-37 with 12:44 to play, forcing Merchant to call a timeout.

After going inside and getting two buckets from Aitch, the Spartans abandoned that and Kentucky took advantage of some sloppy play to take a 58-41 lead and would never look back.

“There was an eight-minute period in the second half where I don’t think we (had) any composure at all,” Merchant said. “We weren’t playing very well together, on the offensive end especially.”

For the Spartans, who usually are the ones imposing their will on teams late, losing via a dose of their own medicine is a tough pill to swallow. Merchant said it was a different feeling to be on the other side.

Leading the charge for Kentucky was forward Victoria Dunlap, who abused MSU’s post players for 21 points on 9-of-13 shooting and eight rebounds.

Junior forward Kalisha Keane led MSU with 10 points, five rebounds and four assists.