Two second-half penalties in the kicking game derailed any chance of Memphis upsetting No. 21 Louisville in a 24-17 loss on Saturday.

Memphis (3-7, 1-5 American Athletic Conference) opened the second half by recovering an onside kick, but the Tigers were offside.

"I was jumping up," said running back Brandon Hayes, who rushed for 86 yards on 22 carries. "I ran onto the field. I saw the penalty and I knew it had to be offside. . It really hurt."

The next kick led to Louisville's 75-yard, 16-play march ending with Dominique Brown's 4-yard touchdown run that made it 24-3.

Louisville (10-1, 6-1) seemed in control before quarterback Paxton Lynch rallied Memphis with a 4-yard run early in the fourth quarter and a 6-yard TD pass to Jesse Milleson with 6:07 remaining.

The Tigers' defense was poised to give Lynch another opportunity but Reggis Ball was penalized for roughing punter Ryan Johnson, giving the Cardinals first down at the Memphis 29 with 2:58 left.

"If you want to beat Louisville at Louisville in this day and age, you can't do those things," Memphis coach Justin Fuente said. "You can play as hard as you want, but that's too good a football team to beat them making those mistakes. You've got to be on edge.

"You don't have to be perfect but you've got to be pretty close. At least that's what we have to be."

Louisville eventually turned it over on downs at the Memphis 6. But with no timeouts left, the Tigers gained just 17 yards before time expired.

Defensive lineman Terry Redden summed up what the Tigers must look to correct before their final two games against Temple and at Connecticut.

"You can never quit building on discipline," Redden said. "You've got to keep coaching that every day. That's anybody, any team. Penalties, it'll cost you."

Memphis had stuffed a Louisville drive on fourth and 1 deep in its own territory and appeared ready to seize the early momentum against the Cardinals in a last-ditch effort to get bowl eligible.

Then came the first of the Tigers' many unfortunate turns.

Louisville defensive lineman Sheldon Rankins hit Lynch as he tried to get a pass off from the Tigers' 40-yard-line late in the first quarter. The ball popped ahead in what appeared to be an incompletion but linebacker Preston Brown picked it up and raced 48 yards for a Cardinals touchdown.

Officials held to their original ruling upon review, much to the dismay of Fuente.

"A tough one to swallow," he said following the loss, shaking his head sideways multiple times before responding.

Fuente admitted the call wasn't the reason the Tigers lost. Three failed attempts after first-and goal from the 1 resulted in only an 18-yard Jake Elliott field goal on a second-quarter drive and the Tigers trailed 17-3 at halftime.

Lynch was 11 of 23 for 144 yards with a TD and an interception for the Tigers, who had a two-game winning streak stopped.

Memphis was outgained 342-279.

Louisville quarterback Teddy Bridgewater threw for 220 yards and a touchdown in what could be his final home game for the Cardinals, who used a 17-point surge over the second and third quarters to provide a cushion.