MEMPHIS, Tennessee (Ticker) -- They started slow and nearly were upended late, but in between Louisville looked like the team coming off the biggest win in school history.
Louisville scored three touchdowns in the third quarter to erase a three-point halftime deficit, then hung on to defeat Conference USA rival Memphis, 38-32.
Louisville (4-2, 2-0 C-USA), which last week upset then-No. 4 ranked Florida State, trailed 13-10 at the half but scored three times in the opening 11 minutes of the third quarter to seize a 31-13 lead.
Even with the comfortable lead, the Cardinals found themselves with a few anxious moments as Memphis' linebacker Coot Terry recovered a fumble at the Louisville 26 with 1:54 left in the fourth quarter. Needing only a touchdown and extra point to take the lead, the Tigers could not even manage a first down.
Louisville's Henry Miller rushed 21 times for 79 yards and two touchdowns while teammate Dave Ragone threw for two scores and extended his streak of games with a TD pass to 16.
Last week's hero, Ragone was under constant pressure in the first half, when he was sacked three times and passed for just 61 yards. He was 12-of-14 in the second half and finished 21-of-31 for 177 yards overall.
Memphis' Danny Wimprine connected on 22-of-43 passes for 261 yards and four touchdowns. He was intercepted once.
The Tigers (2-4, 1-4) cut the Louisville lead to 38-32 after Wimprine hit Tavares Gideon with an 11-yard TD pass at 3:54 of the fourth quarter.
Gideon caught eight passes for 88 yards and two touchdowns.
The Cardinals, who managed just a field goal on offense in the first half, have won the last four meetings with the Tigers.
Louisville took a 7-0 lead before its offense took the field as Brandon Johnson blocked a punt deep in Memphis territory and B.J. Steele returned the ball five yards for a touchdown.