MEMPHIS, Tennessee (Ticker) -- Without his two leading scorers, Rick Pitino had his normally speedy team play at a deliberate pace against Memphis. The strategy worked - until Louisville could not buy a basket down the stretch.

Rodney Carney scored 19 points to pace Memphis, which held Louisville without a basket for 5 1/2 minutes down the stretch en route to a 62-58 upset of the sixth-ranked Cardinals in a Conference USA matchup.

Sean Banks added 14 points, Antonio Burks had 13 and Anthony Rice 10 for the Tigers (15-4, 6-2 C-USA), who won their sixth straight game after opening conference play with back-to-back losses.

Memphis took the lead for good, 57-55, on a follow shot by Carney with 4:15 remaining. Burks added a jumper with 3:10 left, Banks had a follow shot off a missed dunk by Rice with one minute to play and Rice split two free throws with 30 seconds remaining to make it 62-55.

"Rodney played great," Memphis coach John Calipari said of Carney, who had seven rebounds, four assists and three blocks. "That is as good as he has played since he has been here. You all think it's because he made shots. No, I'm talking about the way he defended and blocked that shot late, a late offensive rebound and a stick-back. Those things are what he did for us."

Without the injured Francisco Garcia (ankle) and Taquan Dean (groin), who combine for nearly 30 points per game, the Cardinals (16-3, 6-2) took a 55-53 lead on a 3-pointer by Larry O'Bannon with 5:45 left.

But Louisville did not get on the board again until O'Bannon, who scored a career-high 26 points, sank three free throws with 3.9 seconds left.

"I was real happy with our guys because we played a different style of play just to get ready for one game," Pitino said. "I thought overall they did a very good job of it. This is the first time in my life I've ever tried to slow the pace of a game down. But it was the only way we could win tonight."

"They played great," Calipari said of the Cardinals. "They came in here and said here is what we have to do to keep this where we want. You noticed they didn't go crazy pressing. (Pitino) coached the game today to just try to win the game."

Louisville shot 62 percent in the first half (13-of-21) to take a 37-33 lead but only 29 percent after the break (6-of-21).

"I think we did the best we could do," Pitino said. "We played a brilliant first half with ball movement and ball reversal. We got a lot out of our offense. We didn't quite move as well in the second half and that is a credit to their defense."

Memphis shot just 39 percent (22-of-57) but stayed in the game by making 10 of their 27 3-point attempts. Louisville went 7-of-9 from the arc.