Zach Randolph posted 19 points and eight rebounds as the Memphis Grizzlies took an 84-78 victory over the Cleveland Cavaliers.
Marc Gasol added 19 points and six rebounds, while Rudy Gay gave 15 and six for the Grizzlies, who have won 10 of their past 11 games.
Anderson Varejao had a double-double with 15 points and 22 rebounds, while Dion Waiters added 15 points for the Cavaliers, who went 0-3 on a short road trip.
"I feel that we are doing a lot of good things right now," Cleveland coach Byron Scott said. "We are getting better on both ends of the floor as we have been talking about for the past week or so. Our guys are focused and committed to what we are trying to do. We just still have those lapses that most veteran teams don't have. That is what is killing us right now."
Memphis was down by two, 76-74, after Jeremy Pargo made a jumper with six minutes to play, but Cleveland went cold from there and Jerryd Bayless tied it with a jumper.
Both teams missed on multiple possession, but Tony Allen gave his team the lead on two free throws with under three minutes to play and Randolph later made a jumper for an 80-76 lead with 1 1/2 minutes left.
Cleveland made it a one-possession game after Alonzo Gee slammed home a 3- pointer miss from Varejao with 44.5 seconds to play, but Bayless followed that with a jumper from the right with 23.8 seconds remaining.
Varejao then had the ball stripped by Allen and Bayless was fouled, hitting both his free throws with 13.8 to play to seal the win.
"I have to give the guys a lot of credit. We worked hard tonight," Randolph said. "They are a good team, better that what their record shows."
Memphis scored the first seven points of the game, but an Omri Casspi 3- pointer late in the quarter gave the Cavaliers a 27-24 lead after 12 minutes of play.
Cleveland never trailed in the second quarter and led by as much as 10 points, eventually taking a 47-42 advantage into the break.
The Cavaliers continued to run in front in the third quarter and scored the final four points of the frame to take a 69-62 lead into the fourth quarter.
Memphis shot 46.5 percent in the game and held Cleveland to 40.8 from the field ... The Cavs grabbed 41 rebounds to Memphis' 33 ... Memphis has won three straight over Cleveland ... Memphis hosts Toronto on Wednesday ... Cleveland heads home to face Phoenix on Tuesday.