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MEMPHIS, Tenn. — John Calipari gave the easiest halftime speech of his career Friday night. Second-seeded Kentucky led third-seeded UCLA by three points in the Sweet 16 and point guard De’Aaron Fox was schooling his fellow freshman superstar, Lonzo Ball. Fox already had 15 points and the Bruins had zero answers.

Calipari kept it simple in the locker room: “Guys, are you watching this game?” he asked, drawing nods all around. “OK, good, then you know we’re playing through De’Aaron Fox. The rest of you take a backseat.”

Kentucky rode that simple, devastating plan — and Fox's red-hot hand — to an 86-75 win and a trip to the Elite Eight. Ball, who declared for the NBA draft immediately after the game, finished with just 10 points to go with 8 assists and 4 turnovers. Fox, also a projected lottery pick but widely considered the inferior player at tip-off, went for 39 points, 4 assists, 3 rebounds and 1 turnover.

“I was motivated,” Fox finally admitted afterward. “I mean, he’s in contention for the No. 1 pick in the draft. He’s a great player. We all know that. That’s one of my boys off the court. But on the court, we’re going to go at each other, and today I think I got the best of him.

“I knew if I didn’t bring my A-game, he was going to kill us.”

Instead, Fox scored Kentucky’s first eight points, drained his first five shots and finished 13 of 20 from the field and 13 of 15 from the free-throw line. And oh, by the way, he set an NCAA Tournament scoring record for a freshman — while facing a future pro and with new Los Angeles Lakers president Magic Johnson sitting in the front row.

Those details provided extra fuel, but the Bruins’ 97-92 win at Rupp Arena on Dec. 3 lit Fox’s fire.

“He’s just motivated to win because they beat us the first time, outfought us the first time,” said Malik Monk, whose 21 points and four 3-pointers were no small contribution to Kentucky’s revenge. “He just did not want to lose, and we did not want to lose either, so he kept scoring and we kept giving him the ball.”

RELATED: What Calipari said after Kentucky’s big win

Fox’s previous career high was 28 points, and that was just three games ago, in the SEC Tournament.

“I told him to get 40, but I think he’s scared of that,” Monk joked. “He missed two free throws.”

That’s how far you have to go to criticize the Wildcats’ point guard these days. He has averaged 22.4 points and shot 55.8 percent over the last seven games — UK’s regular-season finale and postseason — following a late-season lull. It looks now like that swoon can be chalked up to minor knee and ankle injuries and a bout with the flu.

Once healthy, “I wasn’t timid no more,” Fox said. “Since the postseason started, I’ve been in attack mode. I’m just riding that wave. I’ve been hot since the SEC Tournament and we’re just trying to keep it going.”

There was a time not so long ago that people both inside the program and out began to question whether the wiry, 6-foot-3, 187-pound Fox was tough enough. That is no longer a concern after watching him blow by defenders and draw contact in the lane over and over and over Friday night.

“What he’s learned to do is play physical,” Calipari said. “He’s learned to play through bumps. He’s learned to work. He understands the grind now. It took him a while.”

But Fox figured it out right when Kentucky (32-5) needed it most. Just in time to lead the Wildcats into a rematch with top-seeded North Carolina — they won the first meeting in December — on Sunday for a spot in the Final Four, which would be the fifth in eight years under Calipari.

“Oh, man, I’m excited. I can play tomorrow. I can play in an hour if I had to. I’m just ready for that game. You want to be on this stage,” Fox said. “I feel like we’re peaking. We’ve always said that we haven’t peaked yet, but we’re getting up there now.”

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