With 14 minutes left to go in a game last December, Michigan was leading the No. 8 team in the nation. A team that would later go on to make its third consecutive Final Four appearance. A team that has won a record 11 NCAA National Championships: UCLA.

Although the Wolverines hung with the Bruins for most of the game, they were outscored 41-18 in the final 14 minutes.

“That’s the best 4-8 team in the country,” UCLA coach Ben Howland said of Michigan after the game. “They are going to be very good."

Michigan didn't live up to Howland's praise, racking up a school-record 22 losses last season.

Tonight, the Wolverines will get another shot at the Bruins in the semifinal round of the 2K Sports Classic. But they will face a vastly different sqaud. No. 4 UCLA lost four of its top players from last year's squad, including do-it-all big man Kevin Love, who dominated Michigan with 17 points and 16 rebounds last season.

Last year, the Bruins outrebounded Michigan by 19, but they also lost their top four rebounders. The Wolverines have also struggled in the paint and in their first two games against lower-tier opponents, they were outrebounded by 15 on the offensive glass. A lack of experienced rebounders for UCLA should give Michigan's frontcourt a better chance.

Despite the roster differences, the coach on the UCLA bench is the same man Michigan coach John Beilein has faced throughout his career.

Beilein has played UCLA each of his the past three seasons. He won his first two matchups while at West Virginia, and then almost upset the Bruins last year.

"The offense that he runs is very intricate," Howland said. "There's a lot of nuances that ... players who have been in the system for more than a year pick up. It's really advantageous and very difficult to defend."

The Wolverines won their first two games by an average of 21 points, while the Bruins snuck by Miami (Ohio) 64-59 to advance to Madison Square Garden. The Wolverines aren't just looking to hang around the elite teams like UCLA. They want to beat them.

"UCLA, Duke, North Carolina, those all teams that when you look at them 'Selection Sunday' they want to know who you played," junior forward DeShawn Sims said. "Those are teams are always going to be a key win."

Beilein knows that after last year, the Bruins won't overlook Michigan.

"I think our kids will have a little bit more to believe in themselves as they go in there," Beilein said. "At the same time, I think UCLA would never take us lightly because of that."

Regardless of how UCLA views the matchup, the Wolverines are confident. They've played the Bruins before and almost pulled off the upset.

"You live for games like this," sophomore forward Manny Harris said. "They're a good team, but we've gotten a lot better than last year, and anything can happen."