Louisville coach Rick Pitino says his seventh-ranked Cardinals didn't show the maturity of a defending national champion.
As a result, No. 21 Memphis swept the season series and snapped the Cardinals' seven-game winning streak.
Montrezl Harrell scored a career-high 25 points and grabbed 12 rebounds helping put Louisville up by eight with less than 5 minutes left, but the Cardinals blew the lead and lost 72-66 to the Tigers on Saturday.
Memphis closed the game on a 15-1 run, the lone Louisville point coming when Chris Jones split a pair of free throws with 40.3 seconds remaining.
On the bottom of his box score, Pitino scribbled one talking point - "up 7 jr h.s. kids."
"I knew we were in trouble when we went up seven, and our guys acted like junior high kids," Pitino said, translating the note. "I knew they weren't focused to put the team away. That was very disappointing for a defending national champion to act like they just won the game being only up seven points on the road."
Russ Smith finished with 19, 15 of those in the first half. Luke Hancock added 11, but he hit only one of his six shots from outside the arc.
Louisville (24-5, 13-3 American Athletic Conference) managed to shoot only 40 percent and committed 14 turnovers. The Cardinals, who average 10.2 miscues a game, had nine in the first half.
Six straight points capped by a dunk from Harrell gave the Cardinals a 57-65 lead with 4:46 left had them in celebration mode and left Memphis coach Josh Pastner calling timeout to stop the momentum.
From there, Memphis went on its closing run as Louisville missed its final eight shots, seven from outside the arc.
"That's a big-time win," Pastner said. "So great a bounce back for the guys. That's not easy to do after a tough loss on Thursday but to bounce back like that today just so proud of our young men."
Michael Dixon Jr. scored 18 to lead Memphis and Geron Johnson scored 15, the two guards connecting on a combined 10 of their 12 shots. Austin Nichols had 14 points, while Chris Crawford scored 12, his 3-pointer with 1:36 left breaking a 65-all tie.
Several Cardinals echoed Pitino's point of not closing out the game.
"We stopped being aggressive on offense, and we just kind of stopped pressing the issue," Smith said. "We should have stayed aggressive. I think we were pretty complacent with the lead. We should have kept attacking.
"We probably should have been more focused on the last few minutes of the game instead of celebrating."
With No. 11 Cincinnati losing at UConn earlier Saturday, the Cardinals had the chance to move atop the league standings with only two games left with a win and control their own destiny before the conference tournament in Memphis.
Pitino said he hopes his team has learned that they have to close games.
"I've been around this game a long time," he said. "When we celebrated like children up seven, we were finished."
Memphis (22-7, 11-5) hadn't swept Louisville since 1996-97 when both were in Conference USA. Louisville also had won the last three in Memphis.
"This is a great win," Dixon said. "Louisville's a Top 10 team, and we swept them. This year we've had some slipups we shouldn't have had, but that happens. I think that going forward we're in pretty good shape."
This game was scrappy from the start before a sold-out crowd at the FedExForum as part of a doubleheader with the Cleveland Cavaliers and Grizzlies on Saturday night.
The 18,375 fans were fired up for the Tigers' lone shot in Memphis against Louisville as conference foes, reviving a rivalry that started back to the old Metro Conference. The Cardinals are moving to the Atlantic Coast Conference next season. The Tigers jumped out scoring the first six points and were up 37-31 at halftime.
"It was literally six on five again because of the fan base, because the fans were so loud," Pastner said.