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USF never quit.
Not when the Bulls were down by ten with a minute to go - and not when it appeared all but over with 4 seconds left.
The Bulls fought back, and tied the game when Inga Orekhova calmly did what California could not do - hit three straight free throws with .7 seconds left to tie the game at 70 and send it to overtime.
But sending four players out to the extra frame with four fouls proved to be costly - as the Cal Bears (30-2) exploited the soft-zone defense to win 82-78 and advance.
But not without a fight.
This scrappy, feisty group of ladies hung tough as a team, battled to the end and came within a couple of missed shots of advancing to Spokane, Wash.
In regulation, USF never quit. Forcing Cal to the line time and time again. The Bears missed 8 of 11 free throws down the stretch, and were outscored 13-3 in the last minute of play.
When Akila McDonald picked up her fifth foul, in overtime - on a controversial call - this time Cal was able to convert on its free throws.
In fact, the Bears scored eight of 12 points overtime from the free-throw line, going 8-of-10.
Still, USF had a chance when the Bulls got a jump ball call with 20 seconds left and down by three, but the inbound pass led to a tie-up and Cal took control - hitting one of two free throws to seal the win.
Andrea Smith played through the pain of an injured knee and scored a game-high 24 points. Orekhova added 22 points for the Bulls.
Both teams lost a starter in overtime due to foul disqualification, but USF had 27 fouls to Cal's 17. Cal shot 39 free throws to USF's 26.
Layshia Clarendon led all scorers with 27 points.
USF (22-11) finishes the season with its first-ever NCAA tournament win, a 71-70 victory over Texas Tech - on Saturday.