LOUISVILLE, Kentucky (Ticker) -- John Calipari beat Rick Pitino for the second year in a row. But this victory will probably be good enough to get unranked Memphis into the NCAA Tournament.
Defense, rebounding and the floor leadership of Antonio Burks were the keys for the Tigers in an 80-73 upset of third-ranked Louisville in a battle of division leaders in Conference USA.
Memphis (17-5, 8-3 C-USA National) extended its winning streak to six games and handed the Cardinals their first loss in 12 games at Freedom Hall this season.
The Tigers held Louisville to 36 percent shooting for the game, including a drought of more than 9 1/2 minutes without a field goal in the second half, and outrebounded the Cardinals, 47-31.
Burks led Memphis with 16 points and committed just one turnover against the Cardinals' press.
Louisville star Reece Gaines had 19 points, but was just 5-of-18 from the field, including 1-of-9 from 3-point range.
Since reeling off a 17-game winning streak, Louisville (19-3, 9-2 American) has lost two of its last three games.
Last season, Memphis won the National division with a 12-4 record and defeated Louisville, but did not receive an NCAA Tournament bid. The Tigers went on to win the National Invitation Tournament and finished with a 27-9 record.
However, it will be hard to deny the Tigers an NCAA bid this time with this win and non-conference victories over Illinois and Syracuse.
"We felt we should have been in there last year and we should get in this year," Calipari said. "We only get one game against Louisville and Cincinnati (March 1) and we don't even play Marquette because they're in the other division. That's why I'm happy about the change (next season) to one giant 14-team division."
Center Chris Massie recorded his fifth straight double-double with 12 points and 11 rebounds for Memphis. He scored 10 of his points in the first half when the Tigers built a 35-31 lead.
Rodney Carney also had 12 points and fellow freshman Jeremy Hunt and John Grice added 10 apiece off the bench in Memphis' balanced attack.
The Tigers led by as many as nine points when Carney opened the second half with a 3-pointer and Anthony Rice followed with a corner jumper with 19:20 left.
But Louisville went on a 16-6 run over the next 5 1/2 minutes as Gaines completed a three-point play and hit a 3-pointer. Marvin Stone capped the spurt with a layup, giving the Cardinals a 47-46 advantage with 13:49 remaining.
A jumper by freshman Francisco Garcia increased the lead to 56-53 with 10:49 left, but the Cardinals went the next 9:38 without a field goal, hitting nine free throws in that span as Memphis went on a 20-9 run.
Burks had three free throws and two layups and Grice converted five free throws to highlight the spurt. Burks' two final free throws opened a 73-65 lead with 1:22 remaining.
Erik Brown hit a jumper with 1:11 left to end the field goal drought for Louisville.
The Tigers appeared to have the game wrapped up when Grice stepped to the line with 50 seconds left and a 74-67 lead. But after hitting the first free throw, Grice made a throat-slashing gesture, drawing a technical foul.
Simeon Naydenov made both free throws, Gaines added one free throw with 43 seconds left and, after Burks missed a layup, Brown hit two more free throws with 35 seconds remaining to pull Louisville within 75-72.
But Grice atoned for his mistake by converting a pair of free throws with 20 seconds left. Earl Barron hit two free throws and Carney added one in the final nine seconds to seal the win.
Memphis was just 5-of-13 from the line in the first half, but finished 31-of-48, including 13-of-17 in the final four minutes. The Cardinals converted 30-of-36 free throws, for the game, but could not overcome 9-of-30 shooting from the field in the second half.
Garcia had 17 points for Louisville and was 3-of-5 from 3-point range. But the rest of the Cards were 2-of-18 from beyond the arc.
Louisville last lost at home to Temple in the second round of the NIT last season.