Playing for most of the first half without foul-plagued point guard Chris Massie, the U of M Tigers held on to see a big second half for Massie, who had 17 points in the half and 23 points overall, leading the Tigers over the Cincinnati Bearcats, 67-48.
Antonio Burks, who also had foul problems, added 12 points for the Tigers (20-5, 11-3 Conference USA), who have won nine straight.
After beating Louisville 101-80 on Feb. 22, Cincinnati -- scored 101 points in its next two games: a 53-52 win over East Carolina and then Saturday night's debacle. The Bearcats shot 35 percent in their last game and 24.6 percent against Memphis.
"We did not make the shots, and you have to make shots to win," said Cincinnati coach Bob Huggins, who suffered his first loss ever to a team led by arch-rival John Calipari, the Tiger coach.
Memphis took control with a 17-2 run midway through the second half.
The teams exchanged the lead early in the second half, and Cincinnati's four-point advantage was the biggest for either team during the stretch. But Massie changed all that, starting with about 14 minutes to play.
He scored the Tigers' next 10 points, helping them build a 44-28 lead with just over 10 minutes left. The lead grew to 55-40 on Massie's two free throws with 6:18 left.
The Bearcats led 29-27 at halftime after a frenzied first half, and Cincinnati shot 31.4 percent but turned the ball over just once. Memphis shot 41 percent and had only three turnovers.