CARLTON faces an uphill battle to realise its finals dream after going down to St Kilda by 32 points at the MCG on Friday night.

In a game that pitted the ninth-placed Blues against the eighth-placed Saints, the latter overcame a sluggish start and a gallant Carlton comeback to claim a hard-fought 18.11 (119) to 12.15 (87) victory.

Trailing by 33 points at three-quarter time, and seemingly gone, the Blues staged a gutsy fight-back that had them within seven points midway through the final term.

But it wasn't enough as St Kilda sealed the match with the final four goals for a comfortable victory.

Despite the efforts of Bryce Gibbs, a stand-out, the Blues had few winners and answers for Stephen Milne (five goals), Nick Riewoldt (three goals and 12 marks) and Jason Gram, who bettered Blues skipper Chris Judd for three quarters.

The loss puts the Blues a game and percentage adrift of the Saints, and in danger of slipping to 10th should North Melbourne topple Port Adelaide on Saturday night.

In front of 55,658 spectators, Carlton opened brightly with goals to Eddie Betts and Gibbs to jump to an early lead.

With Heath Scotland and Gibbs winning plenty of the ball, Jarrad Waite doing well on Saint skipper Nick Riewoldt, and the team playing with the youthful enthusiasm that has endeared it to fans this year, the signs were good.

Unfortunately, inaccuracy proved costly, with the side managing only two goals from 10 scoring shots to lead by four points at the first change.

Having conceded the final two goals of the first term, the Blues soon surrendered the lead after three from St Kilda in eight minutes caused a significant momentum shift.

With Gram right on top of Judd, Nick Stevens and Adam Bentick failing to penetrate in the middle, and star forward Brendan Fevola benched momentarily, Carlton had its work cut out just to stay in the contest.

A run of five Saints goals was broken by a smother and goal from Brad Fisher after a rare Gram mistake, and when Cameron Cloke booted truly from a free kick, the margin was two points.

But the effort of playing comeback football took its toll on the young Blues, who gave up four of the final five goals of the term to trail by 22 points at the main break. Their only goal came from Fevola, who broke the shackles of Max Hudghton.

Needing to make every opportunity count the Blues, Betts and Cloke slewed theirs in the opening minutes.

And St Kilda made them pay with goals to David Armitage and Jason Blake in quick succession, taking the wind out of the Blues' brave charge.

By three-quarter time the margin was 33 as the Saints answered every challenge from a Carlton side lacking any system up forward.

Yet the Blues found a surprise spark when Betts threaded a brilliant left foot banana from hard-up on the boundary, and followed up with his fourth four minutes later to cut the margin to 20 points.

The reversal was visible. With a sniff of an upset, Fevola kicked his third to bring the record crowd for a Carlton-St Kilda clash to life.

Carlton's supporters erupted when Waite, who had a difficult night opposed to Riewoldt, enjoyed a rare highlight when he snuck forward to goal at the 15-minute mark. His work brought the margin to seven points and the game was well and truly up for grabs.

But like they had done for most of the night, the Saints came up with an answer.

Three goals in seven minutes, including a brilliant set shot from Justin Koschitzke to snap a run of five Carlton goals, shut the gate on the Blues – left to rue what might have been.

The loss was compounded by the report of Waite for striking Clinton Jones late in third quarter.

St Kilda   2.4   9.7   14.9   18.11 (119)
Carlton    2.8   5.9    8.12   12.15 (87)

GOALS
St Kilda: Milne 5, Riewoldt 3, Armitage 2, Koschitzke 2, Gram, Hayes, Jones, Harvey, McQualter, Blake
Carlton: Fevola 3, Betts 3, Fisher 2, Gibbs, Browne, Cloke, Waite

BEST
St Kilda: Hayes, Riewoldt, Harvey, Gram, Dal Santo, Milne, Koschitzke, Hudghton
Carlton: Judd, Gibbs, Murphy, Simpson, Betts

INJURIES
St Kilda: Nil
Carlton: Nil

Reports: Jarrad Waite (Carlton) reported by umpire Vozzo for striking Clinton Jones (St Kilda) in the third quarter

Umpires: Chris Donlon, Michael Vozzo, Mathew James

Official crowd: 55,658 at the MCG