When they finally assembled in the dressing room, having dragged themselves wearily from the court after a 12-point loss, Gary Williams looked at his Maryland Terrapins and told them, "I'm proud of you." The players probably figured exhaustion had brought about hallucination. Williams told them again: "I'm proud of you."

What else was there for him to say after his team played Dean Smith's army from North Carolina almost even for 30 minutes? If there's a team in the country that deserves to step back, look in the mirror and admire its work this season, it's Maryland.

There was every reason to suspect the Tar Heels, 19-4 and ranked in everybody's top 10, would lead by 20 at halftime and blow through the Terrapins with ease. Maryland was coming off Wednesday night's emotionally draining victory over Georgia Tech. Matt Roe, the leading scorer, had the flu. And the opponent was North Carolina, one of the deepest teams in college basketball.

This Maryland team has less natural talent than any team in the ACC. But against teams that are seven, eight players deep, the Terrapins can hold their own, at least for a while. The Tar Heels are another story. Eight deep? Dean Smith hasn't even gotten through his most recent crop of high school all-Americans by that point.

Get this: Smith puts 7-footer Matt Wenstrom in the game with 61 seconds left; until then, the kid hadn't played the entire game. Wenstrom was a McDonald's all-American.

Eric Montross, a 7-footer who is considerably tougher than Brad Daugherty was at the same stage, played 10 minutes. Cliff Rozier, a 6-10 forward who would be the best player in Maryland's frontcourt, played seven minutes. At least twice, Smith substituted for his starters with a fresh five -- four freshmen and a sophomore -- while the Maryland kids were wheezing.

The Terps start a 6-3 player, Vince Broadnax, at one forward. A player who was supposed to see spot time at shooting guard and spell Walt Williams for a minute here and there is now the starting point guard. Kevin McLinton walked into practice after Williams fractured his leg and was greeted by Gary Williams who said, "Good to see you Kev, you've got 40 minutes at point guard until further notice."

Yet these Terrapins came back from 11 points down to tie, then six down to tie. It reminded a lot of people, even Gary Williams, of his teams at American University in the early '80s. What they lacked in talent they made up in defense and in desire -- by running head-first into the scorer's table if there was a 10 percent chance of saving a loose ball, by pressing and trapping fullcourt, even if it meant being vulnerable to Rick Fox running free for easy layups.

The Terps, through 30 minutes, made so many gambles pay off. They harassed North Carolina into several turnovers and hurried shots, and the result was that they kept hanging around.

But it was inevitable.

Gary Williams threw in a timeout here, a timeout there, hoping to get his players some rest -- but it wasn't enough. Smith kept sending in 7-footers, and the Terrapins were doubled over, sucking air. "We were breathing hard when the referee put the ball in play and their guys were hardly breathing at all. Broadnax was dragging himself up and down the court," Williams said. "I told him, I told them all, I admired the way they played."

If Smith had his way, the Terrapins might have had to forfeit the game in the second half. Because the game was shown tape delay, TV timeouts were taken. "We were trying to get them not to have TV timeouts," Smith said, reasoning that commercials could be edited in at the studio.

Asked if that was necessary considering the huge disparity of talent, Smith said, "Our third five would beat his third five." Say what? "Yeah, because it would be five on one," Williams said. "I know that," Smith said.

What's happened here is that Williams has fallen in love with a team of overachievers. His favorite teams at AU and Boston College were overachievers. "I enjoy this kind of challenge," he said. "I don't know if I'd have another one left, building, speaking at the banquets, trying to rally support, selling the program. But I love it here. That's my personality, I guess. It's a good fit.

"I'll never have a great career record as a coach, because I've had to build a couple of times. But this is exciting. I don't know if I could do it with a team that would back off."

No team with Gary Williams coaching will back off, not even during a season when the incentives of ACC tournament competition and NCAA tournament competition were eliminated. "He's always been upbeat, positive, confident," Roe said. "If it ever got to him, he never let us see it."

Williams said the thing he worried about most was that the team would feel sorry for itself, "that we would say, 'Why should I play hard when so much has been taken away from me?' But I don't deserve credit for them not doing that. They do. I, as the coach, can say all the right things, but they have to want do it.

"They believed they could come back and beat South Florida when we were down 19 and did. They really believed they could beat North Carolina today."

They didn't, but the Terps still are 13-11 with four to play. Maryland could beat Virginia Tech and Wake Forest to end the season 15-13. At the start of the season, the idea that Maryland would go .500 was ludicrous. Then, the team lost Walt Williams, easily its best player. This is why Gary Williams should be ACC coach of the year. Smith is talking about his third five when Williams barely has a first five.

"This, remember, was a team that all the preseason magazines picked to finish 6-20," McLinton said. "We've got a chance to win our final three ACC games and finish 6-8 in the league, just as we did last year. . . . A lot of people say Gary Williams is a crazy guy because of the way he is on the sideline. He's not crazy. He just wants to win basketball games."