Rudy Gay scored 23 points, grabbed 12 rebounds ahead basket with 26 seconds left, as the Grizzles hung on for 99 win over the Raptors on Friday.
Linas Kleiza missed a 17-footer for the Raptors after Gay's baseline jumper gave Memphis a 100-99 lead. O.J. Mayo grabbed Kleiza's miss and found a streaking Tony Allen, who finished in transition and drew a foul with eight seconds remaining.
Allen missed the free throw, but Jose Calderon was off on a potential game- tying three-pointer for Toronto, sending the Grizzlies to their ninth win in 11 games.
Marc Gasol and Mike Conley had 21 points apiece in the narrow victory, while Mayo finished with 16 points.
The Raptors, who had won two of three coming in, were paced by Jerryd Bayless' 18 points. James Johnson added 14 and Leandro Barbosa chipped in 13 for Toronto, which was playing its 17th straight game without leading scorer Andrea Bargnani.
Toronto was on top, 93-87, midway through the fourth quarter, but Memphis scored eight straight to grab the lead.
Conley started the run with a 22-footer and Gay capped it with a three-point play, receiving an inside feed from Mayo, finishing despite a foul and hitting the ensuing free throw for a 95-93 advantage.
The teams traded the lead down the stretch.
Toronto's last advantage came with 40 seconds left, when Aaron Gray drew a foul and hit 1-of-2 free throws to make it 99-98. But Gay's decisive bucket came on the Grizzlies' next possession.
The game was tight throughout, featuring 10 ties and 13 lead changes.
Memphis was up 23-21 after one, but Toronto shot 63.2 percent in the second to take a 52-45 lead into the break.
"In the first half we were letting them run up and down the court and we had to play harder and make some adjustments," said Gay.
The Grizzlies dominated the third, outscoring the Raptors 32-23 behind eight points from Conley for a 77-75 advantage entering the fourth.
"We had trouble scoring, we turned the ball over and we couldn't make buckets," Raptors coach Dwane Casey said of the third quarter. "Every time we turned the ball over they turned up the heat."
Memphis has won six straight over Toronto...The Grizzlies are anticipating the return of power forward Zach Randolph, who has missed the last 32 games with a torn MCL in his right knee. He participated in a portion of practice earlier in the week and should be back in the lineup soon...Bargnani has a strained left calf. He is averaging 23.5 points per game this season.