KNOXVILLE, Tenn. (AP) -- TyShwan Edmondson hit a floater with 16 seconds to go and Josh Terry hit a free throw with 2 seconds left as Austin Peay beat Tennessee 74-70 on Saturday to get its second win of the season.
The Governors were coming off their only other win, an overtime victory against Arkansas State, and had never beaten the Volunteers in eight previous tries.
The Vols led by 11 points with 6:27 to play and held a 68-62 lead with 4:40 to play but would only get one more basket, a jumper by Jordan McRae that made it 70-66 with 2:39 left. Melvin Baker answered for the Govs with a 3-pointer to make it a one-possession game.
Tennessee had dominated around the basket for most of the game, getting 42 points in the paint. Austin Peay switched to a zone defense late that made it tougher for the Vols to get clean shots around the rim.
On their next possession, the Vols barely even made it past half court against the Governors' defense. Tennessee coach Cuonzo Martin called a timeout with 6 seconds on the shot clock to try to get his team in better position, but the Vols never launched the ball before the shot clock buzzed.
At the other end of the court, Terry spun around to hit a layup with 1:05 to play to give the Governors a 71-70 lead.
John Fraley and Baker blocked shots near the rim by the Vols' Trae Golden and Cameron Tatum before Edmondson hit his game-sealing jumper.
Terry led Austin Peay (2-9) with 20 points, and Edmondson added 19. The Govs shot 72.7 percent in the second half compared to 50 percent shooting by the Vols.
Jeronne Maymon scored 18 for Tennessee (3-5).
The Vols thought they were finally getting a break after a brutal early season schedule that included three losses to AP Top 25 opponents and another loss at Oakland.
They had a week off after their last game, a 61-56 loss to No. 15 Pittsburgh, to focus on exams. Tennessee started sluggishly and couldn't draw much support from the stands, thinned because of an early tipoff time and because of the university's winter break.
After Austin Peay scored a couple of quick baskets, Tennessee used its size advantage to take control around the basket and start building a lead. The Vols got 28 of their 37 first-half points in the paint and outrebounded the Governors 24-12 before halftime.
Six of those paint points came during a 10-0 run late in the first half that gave the Vols a 10-point lead. Kenny Hall rebounded a missed shot by Jordan McRae and pivoted 360 degrees in a crowd of defenders before putting up a layup to make it 36-26 with 2:34 before halftime.
Austin Peay turned nine Tennessee turnovers into 14 points and hit 9 of 10 at the foul line in the first half to keep the Vols from ever getting comfortable.