Students camping outside Rupp Arena slowly woke up from sleeping bags and blankets strewn across the sidewalk Saturday morning.
Armed with hot coffee and blankets and huddling together to stay warm, fans waited to get good seats for Saturday’s basketball match-up between the University of Kentucky and University of Louisville.
But when the hours spent waiting stretched into days, the wait became exhausting.
"It's just one long blur," said Vincent Swope.
"I'm tired," said Ryan Clark.
When Clark set up camp Thursday afternoon he was the first person outside Rupp Arena.
With hours to go before Saturday’s tip-off, a line 75 people deep stretched behind his chair.
There was even some red in the long line of Wildcat blue.
Two Louisville fans braved the company for a shot at some good seats.
One of those fans, Daryus Sanford says enduring the smack talk will pay off when he lands a seat right next to his rivals.
"Just to see their reaction when I walk into the arena," he said chuckling.
No matter who they were pulling for on the court, outside Rupp Arena they all had a common enemy, the cold.
"We just went to my car for about an hour and turned the heat on, our feet were getting cold,” said Weston Woodward.
Clark said, "Right now I've got hot hands all over me, my shoes, in my pockets.”
Even though he says the chilly December air is enough to make you go numb, this is what the fierce in-state rivalry is all about and it makes every second worth it.
"If you're from Kentucky then you're born for this game. This is the biggest rivalry in college basketball. If you don't get hyped for this then nothing will hype you up," he said.
The game will be at 4 p.m. at Rupp Arena.