Dwyane Wade scored 35 points in 29 minutes and the Miami Heat overcame an early 18-point deficit in beating the Memphis Grizzlies 99-93 in a preseason game Wednesday night.

Udonis Haslem scored 17 for Miami (2-4), which erased a 43-25 deficit by scoring 35 of the next 52 points.

Memphis (2-5) was paced by Rudy Gay's 28 points. O.J. Mayo scored 16, Mike Conley added 12 and Zach Randolph finished with 10 rebounds for the Grizzlies.

But it was all about Wade, and at the very end, the reigning NBA scoring champion seemed in midseason form.

Nursing a one-point lead with 40 seconds remaining, Wade dribbled against Memphis' DeMarre Carroll, waiting to pounce. With the shot clock running down, Wade did his patented pull-up, head-fake, draw-contact and shoot move, his jumper from the left side of the key rattling in. The free throw made it 97-93 and Miami held on.

Miami was without Michael Beasley, sidelined with shoulder and thumb ailments that won't keep him out of the Oct. 28 opener against the New York Knicks. The Grizzlies didn't have Allen Iverson (left hamstring) and Darrell Arthur (right pectoral) on the trip.

Getting into a huge early hole _ Miami trailed 24-7 by the midway mark of the opening period, with at least four of its presumed opening-night starters on the floor _ wasn't exactly what Heat coach Erik Spoelstra wanted to see from the next-to-last preseason game.

So never mind that the outcome would be forgotten as soon as the game ended.

He ranted a bit, and eventually, Miami responded.

"It still is about building habits," Spoelstra said. "I don't care what time of year it is, you want to build habits. And you look at some of the teams in the Eastern Conference. These games don't count for them either, and still some of the best teams are 6-0, 5-1, 4-1 and doing it defensively. Their guys aren't playing big minutes, but they're doing it."

Defense is what got Miami on track Wednesday. Memphis made 15 of its first 30 shots, then connected on 19 of 53 the rest of the way, 35.8 percent.

Another plus for the Heat: Their new backup point guard seems to be fitting in nicely.

Carlos Arroyo, who played his college basketball in Miami at FIU and kept a home in South Florida, finished with eight points and four assists in 26 minutes in his "home" debut. The Heat signed him last week to a non-guaranteed 1-year deal.

"I know the guys on the second unit love playing with him," Spoelstra said. "He's find them and the ball's being delivered _ boom! _ on time and right in the pocket. He takes great pride in delivering the ball right where they can shoot it. He's been coached well defensively and he knows what I'm expecting from him defensively."

Mayo missed 9 of his first 12 shots, then hit a straightaway 3-pointer with 3:28 left to get the Grizzlies within 91-86. Hasheem Thabeet grabbed an offensive rebound and laid it in with 52.9 seconds left _ the only field goal in 11 minutes for the 7-foot-3, 267-pounder _ cutting Miami's lead to 94-93.

They wouldn't score again.

Memphis simply dominated the opening quarter, slicing into the paint for easy scores and outrebounding Miami 18-8. The Grizzlies just couldn't maintain the pace.

Wade's turnaround jumper from the left corner pulled Miami into a 60-60 tie with 9:27 left in the third, and Daequan Cook's banked-in runner with 1.5 seconds left in the period pushed the Heat lead to 79-71.

NOTES: Gay, reacting when Wade fouled him just before what would have been a dunk attempt with 10:28 left in third quarter, said "It's preseason," gently chiding his buddy. ... Miami ends the preseason in Jacksonville, Fla. on Thursday against Atlanta. ... Memphis' preseason finale is in Charlotte on Friday _ with an always-enjoyed 10:30 a.m. tip-off. ... Beasley will travel for Thursday's game and wants to play, Spoelstra said. Chris Quinn (ankle) also sat out for the Heat.