Behind its quietly budding star forward, mercurial point guard and precociously cool freshman center, Virginia beat a top Atlantic Coast Conference opponent for the first time under Coach Pete Gillen with an 87-85 upset of No. 21 North Carolina tonight at University Hall.

The victory was the 300th of Gillen's career, and by far the most important during his two years at Virginia. With the win, the Cavaliers (12-5, 3-2 Atlantic Coast Conference) pushed their conference record over .500 for the first time since January 1997.

"We're thrilled with this victory," Gillen said. "This is certainly a step in the right direction. North Carolina is a great team, with a great tradition. We still have a lot to learn, though."

After mounting a furious comeback, North Carolina (11-7, 2-2) lost its third straight game, despite shooting 58.6 percent and outrebounding Virginia 43-30.

"There are no moral victories, certainly," Tar Heels Coach Bill Guthridge said. "But I thought we played well in this one."

Sophomore forward Chris Williams, the 1999 ACC rookie of the year, made 9 of 13 shots and finished with 24 points. Point guard Donald Hand, who missed his first 10 shots, made his final four, catching fire down the stretch for 12 points in the final seven minutes.

"It came in bunches," Hand said. "I hope it never happens that way again."

Freshman center Travis Watson, playing the majority of the second half in foul trouble, scored 17 points and neutralized center Brendan Haywood, who scored just eight points in the second half after overwhelming the Cavaliers inside during the first half. Haywood dunked at will before the break, scoring 12 points and grabbing 10 rebounds, and the Tar Heels took a 43-38 lead into halftime.

Williams and guard Adam Hall sparked a 13-4 run to give the Cavaliers their first lead of the game, 55-53, with 13 minutes 22 seconds remaining. Watson picked up his fourth foul with 11:02 left and sat out briefly, but the Cavaliers used a 17-6 blitz behind a rejuvenated Hand, who made a three-pointer and converted a three-point play, and Watson, whose layup gave Virginia a 75-63 lead with 5:38 left.

What made Watson's play crucial was the Cavaliers' lack of front-court depth. Reserve forward Stephane Dondon spelled Watson but quickly picked up four fouls, and backup center Colin Ducharme received two fouls in five first-half minutes.

"When I came in after four fouls, Coach told me to play the same, so I did," Watson said. "I stayed the same, playing aggressively, but I didn't play out of control."

Virginia freshman point guard Majestic Mapp held North Carolina senior point guard Ed Cota in check, though Cota finished with 10 assists.

The Tar Heels' most valuable player of the game was freshman forward Joseph Forte (DeMatha High), who finished with 27 points and 11 rebounds, both career highs. Forte almost single-handedly kept the Tar Heels in the game with back-to-back three-pointers and a driving layup that cut Virginia's lead to 81-80 with 1:08 to go.

"It seemed like every shot he took went in," Hand said. "He's a great player, and we gave him way too much room."

After Forte's 8-0 run brought the Tar Heels within one, Hand made a fadeaway 15-foot jumper and was fouled by forward Jason Capel during the shot. Hand then made the free throw, extending the lead to 84-80 with 42 seconds left. Forte missed a three-point attempt. On the ensuing play Williams was fouled by forward Kris Lang and sank both free throws. Cota hit a deep three-pointer to cut the lead to 86-83 with 28 seconds left, but Hand made 1 of 2 free throws when fouled. The Cavaliers' defense then prevented North Carolina from getting a good shot off until 1.7 seconds were left in the game, when Haywood rebounded a missed three-point attempt by guard Max Owens for a short layup.

But the raucous crowd of 8,394 nearly cost Virginia the game. After Williams was fouled on the ensuing inbounds pass with three-tenths of a second left, he missed the first of two free throws. The buzzer sounded, balloons poured from the rafters and students filled the court. After repeated officials' whistles and Cavaliers assistant coach Tom Herrion warning the fans the game was not over, the court was emptied and Virginia narrowly missed a technical foul. Williams shot an air ball on the second free throw, but Forte could not get off a shot as time expired.